LEONARDO DiCAPRIO... Jack Dawson

KATHY BATES... The Unsinkable Molly Brown

BILLY ZANE... Caledon Hockley

BILL PAXTON... Brock Lovett Written and Directed by:

JAMES CAMERON

1 BLACKNESS

Then two faint lights appear, close together... growing brighter. They resolve into two DEEP SUBMERSIBLES, free-falling toward us like express elevators.

One is ahead of the other, and passes close enough to FILL FRAME, looking like a spacecraft blazing with lights, bristling with insectile manipulators.

TILTING DOWN to follow it as it descends away into the limitless blackness below. Soon they are fireflies, then stars. Then gone.

CUT TO:

2 EXT./ INT. MIR ONE / NORTH ATLANTIC DEEP

PUSHING IN on one of the falling submersibles, called MIR ONE, right up to its circular viewport to see the occupants.

INSIDE, it is a cramped seven foot sphere, crammed with equipment. ANATOLY MIKAILAVICH, the sub's pilot, sits hunched over his controls... singing softly in Russian.

Next to him on one side is BROCK LOVETT. He's in his late forties, deeply tanned, and likes to wear his Nomex suit unzipped to show the gold from famous shipwrecks covering his gray chest hair. He is a wiley, fast-talking treasure hunter, a salvage superstar who is part historian, part adventurer and part vacuum cleaner salesman. Right now, he is propped against the CO2 scrubber, fast asleep and snoring.

On the other side, crammed into the remaining space is a bearded wide-body named LEWIS BODINE, who is also asleep. Lewis is an R.O.V. (REMOTELY OPERATED VEHICLE) pilot and is the resident Titanic expert. Anatoly glances at the bottom sonar and makes a ballast adjustment.

CUT TO:

3 EXT. THE BOTTOM OF THE SEA

A pale, dead-flat lunar landscape. It gets brighter, lit from above, as MIR ONE enters FRAME and drops to the seafloor in a downblast from its thrusters. It hits bottom after its two hour free-fall with a loud BONK.

CUT TO:

4 INT. MIR ONE

Lovett and Bodine jerk awake at the landing.

ANATOLY

(heavy Russian accent)

We are here.

EXT. / INT. MIR ONE AND TWO

5 MINUTES LATER: THE TWO SUBS skim over the seafloor to the sound of sidescan sonar and the THRUM of big thrusters.

6 The featureless gray clay of the bottom unrolls in the lights of the subs. Bodine is watching the sidescan sonar display, where the outline of a huge pointed object is visible. Anatoly lies prone, driving the sub, his face pressed to the center port.

BODINE

Come left a little. She's right in front of us, eighteen meters. Fifteen. Thirteen... you should see it.

ANATOLY

Do you see it? I don't see it... there! Out of the darkness, like a ghostly apparition, the bow of the ship appears. Its knife-edge prow is coming straight at us, seeming to plow the bottom sediment like ocean waves. It towers above the seafloor, standing just as it landed 84 years ago.

THE TITANIC. Or what is left of her. Mir One goes up and over the bow railing, intact except for an overgrowth of "rusticles" draping it like mutated Spanish moss.

TIGHT ON THE EYEPIECE MONITOR of a video camcorder. Brock Lovett's face fills the BLACK AND WHITE FRAME.

LOVETT

It still gets me every time.

The image pans to the front viewport, looking over Anatoly's shoulder, to the bow railing visible in the lights beyond. Anatoly turns.

ANATOLY

Is just your guilt because of stealing from the dead. CUT WIDER, to show that Brock is operating the camera himself, turning it in his hand so it points at his own face.

LOVETT

Thanks, Tolya. Work with me, here. Brock resumes his serious, pensive gaze out the front port, with the camera aimed at himself at arm's length.

LOVETT

It still gets me every time... to see the sad ruin of the great ship sitting here, where she landed at 2:30 in the morning, April 15, 1912, after her long fall from the world above.

Anatoly rolls his eyes and mutters in Russian. Bodine chuckles and watches the sonar.

BODINE

You are so full of shit, boss.

7 Mir Two drives aft down the starboard side, past the huge anchor while Mir One passes over the seemingly endless forecastle deck, with its massive anchor chains still laid out in two neat rows, its bronze windlass caps gleaming. The 22 foot long subs are like white bugs next to the enormous wreck.

LOVETT (V.O.)

Dive nine. Here we are again on the deck of Titanic... two and a half miles down. The pressure is three tons per square inch, enough to crush us like a freight train going over an ant if our hull fails. These windows are nine inches thick and if they go, it's sayonara in two microseconds.

8 Mir Two lands on the boat deck, next to the ruins of the Officer's Quarters. Mir One lands on the roof of the deck house nearby.

LOVETT

Right. Let's go to work. Bodine slips on a pair of 3-D electronic goggles, and grabs the joystick controls of the ROV.

9 OUTSIDE THE SUB, the ROV, a small orange and black robot called SNOOP DOG, lifts from its cradle and flies forward.

BODINE (V.O.)

Walkin' the dog. SNOOP DOG drives itself away from the sub, paying out its umbilical behind it like a robot yo-yo. Its twin stereo-video cameras swivel like insect eyes. The ROV descends through an open shaft that once was the beautiful First Class Grand Staircase.

Snoop Dog goes down several decks, then moves laterally into the First Class Reception Room.

SNOOP'S VIDEO POV, moving through the cavernous interior. The remains of the ornate handcarved woodwork which gave the ship its elegance move through the floodlights, the lines blurred by slow dissolution and descending rusticle formations. Stalactites of rust hang down so that at times it looks like a natural grotto, then the scene shifts and the lines of a ghostly undersea mansion can be seen again.

MONTAGE STYLE, as Snoop passes the ghostly images of Titanic's opulence: 10 A grand piano in amazingly good shape, crashed on its side against a wall. The keys gleam black and white in the lights.

11 A chandelier, still hanging from the ceiling by its wire... glinting as Snoop moves around it.

12 Its lights play across the floor, revealing a champagne bottle, then some WHITE STAR LINE china... a woman's high-top "granny shoe". Then something eerie: what looks like a child's skull resolves into the porcelain head of a doll.

Snoop enters a corridor which is much better preserved. Here and there a door still hangs on its rusted hinges. An ornate piece of moulding, a wall sconce... hint at the grandeur of the past.

13 THE ROV turns and goes through a black doorway, entering room B-52, the sitting room of a "promenade suite", one of the most luxurious staterooms on Titanic.

BODINE

I'm in the sitting room. Heading for bedroom B-54.

LOVETT

Stay off the floor. Don't stir it up like you did yesterday.

BODINE

I'm tryin' boss. Glinting in the lights are the brass fixtures of the near-perfectly preserved fireplace. An albino Galathea crab crawls over it. Nearby are the remains of a divan and a writing desk. The Dog crosses the ruins of the once elegant room toward another DOOR. It squeezes through the doorframe, scraping rust and wood chunks loose on both sides. It moves out of a cloud of rust and keeps on going.

BODINE

I'm crossing the bedroom. The remains of a pillared canopy bed. Broken chairs, a dresser. Through the collapsed wall of the bathroom, the porcelain commode and bathtub took almost new, gleaming in the dark.

LOVETT

Okay, I want to see what's under that wardrobe door. SEVERAL ANGLES as the ROV deploys its MANIPULATOR ARMS and starts moving debris aside. A lamp is lifted, its ceramic colors as bright as they were in 1912.

LOVETT

Easy, Lewis. Take it slow.

Lewis grips a wardrobe door, lying at an angle in a corner, and pulls it with Snoop's gripper. It moves reluctantly in a cloud of silt. Under it is a dark object. The silt clears and Snoop's cameras show them what was under the door...

BODINE

Ooohh daddy-oh, are you seein' what I'm seein'? CLOSE ON LOVETT, watching his monitors. By his expression it is like he is seeing the Holy Grail.

LOVETT

Oh baby baby baby.

(grabs the mike)

It's payday, boys.

ON THE SCREEN, in the glare of the lights, is the object of their quest: a small STEEL COMBINATION SAFE.

CUT TO:

14 EXT. STERN OF DECK OF KEDYSH - DAY

THE SAFE, dripping wet in the afternoon sun, is lowered onto the deck of a ship by a winch cable.

We are on the Russian research vessel AKADEMIK MISTISLAV KELDYSH. A crowd has gathered, including most of the crew of KELDYSH, the sub crews, and a hand-wringing money guy named BOBBY BUELL who represents the limited partners. There is also a documentary video crew, hired by Lovett to cover his moment of glory.

Everyone crowds around the safe. In the background Mir Two is being lowered into its cradle on deck by a massive hydraulic arm. Mir One is already recovered with Lewis Bodine following Brock Lovett as he bounds over to the safe like a kid on Christmas morning.

BODINE

Who's the best? Say it.

LOVETT

You are, Lewis.

(to the video crew)

You rolling?

CAMERAMAN

Rolling. Brock nods to his technicians, and they set about drilling the safe's hinges. During this operation, Brock amps the suspense, working the lens to fill the time.

LOVETT

Well, here it is, the moment of truth. Here's where we find out if the time, the sweat, the money spent to charter this ship and these subs, to come out here to the middle of the North Atlantic... were worth it. If what we think is in that same... is in that safe... it will be.

Lovett grins wolfishly in anticipation of his greatest find yet. The door is pried loose. It clangs onto the deck. Lovett moves closer, peering into the safe's wet interior. A long moment then... his face says it all.

LOVETT

Shit.

BODINE

You know, boss, this happened to Geraldo and his career never recovered.

LOVETT

(to the video cameraman)

Get that outta my face.

CUT TO:

15 INT. LAB DECK, PRESERVATION ROOM - DAY Technicians are carefully removing some papers from the safe and placing them in a tray of water to separate them safely. Nearby, other artifacts from the stateroom are being washed and preserved.

Buell is on the satellite phone with the INVESTORS. Lovett is yelling at the video crew.

LOVETT

You send out what I tell you when I tell you. I'm signing your paychecks, not 60 minutes. Now get set up for the uplink. Buell covers the phone and turns to Lovett.

BUELL

The partners want to know how it's going?

LOVETT

How it's going? It's going like a first date in prison, whattaya think?! Lovett grabs the phone from Buell and goes instantly smooth.

LOVETT

Hi, Dave? Barry? Look, it wasn't in the safe... no, look, don't worry about it, there're still plenty of places it could be... in the floor debris in the suite, in the mother's room, in the purser's safe on C deck...

(seeing something)

Hang on a second. A tech coaxes some letters in the water tray to one side with a tong... revealing a pencil (conte crayon) drawing of a woman.

Brock looks closely at the drawing, which is in excellent shape, though its edges have partially disintegrated. The woman is beautiful, and beautifully rendered. In her late teens or early twenties, she is nude, though posed with a kind of casual modesty. She is on an Empire divan, in a pool of light that seems to radiate outward from her eyes. Scrawled in the lower right corner is the date: April 14 1912. And the initials JD.

The girl is not entirely nude. At her throat is a diamond necklace with one large stone hanging in the center.

Lovett grabs a reference photo from the clutter on the lab table. It is a period black-and-white photo of a diamond necklace on a black velvet jeller's display stand. He holds it next to the drawing. It is clearly the same piece... a complex setting with a massive central stone which is almost heart-shaped.

LOVETT

I'll be God damned.

CUT TO:

16 INSERT

A CNN NEWS STORY: a live satellite feed from the deck of the Keldysh, intercut with the CNN studio.

ANNOUNCER

Treasure hunter Brock Lovett is best known for finding Spanish gold in sunken galleons in the Caribbean. Now he is using deep submergence technology to work two and a half miles down at another famous wreck... the Titanic. He is with us live via satellite from a Russian research ship in the middle of the Atlantic... hello Brock?

LOVETT

Yes, hi, Tracy. You know, Titanic is not just A shipwreck, Titanic is THE shipwreck. It's the Mount Everest of shipwrecks.

CUT TO:

17 INT. HOUSE / CERAMICS STUDIO

PULL BACK from the screen, showing the CNN report playing on a TV set in the living room of a small rustic house. It is full of ceramics, figurines, folk art, the walls crammed with drawings and paintings... things collected over a lifetime.

PANNING to show a glassed-in studio attached to the house. Outside it is a quiet morning in Ojai, California. In the studio, amid incredible clutter, an ANCIENT WOMAN is throwing a pot on a potter's wheel. The liquid red clay covers her hands... hands that are gnarled and age-spotted, but still surprisingly strong and supple. A woman in her early forties assists her.

LOVETT (V.O.)

I've planned this expedition for three years, and we're out here recovering some amazing things... things that will have enormous historical and educational value.

CNN REPORTER (V.O.)

But it's no secret that education is not your main purpose. You're a treasure hunter. So what is the treasure you're hunting?

LOVETT (V.O.)

I'd rather show you than tell you, and we think we're very close to doing just that.

The old woman's name is ROSE CALVERT. Her face is a wrinkled mass, her body shapeless and shrunken under a one-piece African-print dress. But her eyes are just as bright and alive as those of a young girl. Rose gets up and walks into the living room, wiping pottery clay from her hands with a rag. A Pomeranian dog gets up and comes in with her. The younger woman, LIZZY CALVERT, rushes to help her.

ROSE

Turn that up please, dear.

REPORTER (V.O.)

Your expedition is at the center of a storm of controversy over salvage rights and even ethics. Many are calling you a grave robber. TIGHT ON THE SCREEN.

LOVETT

Nobody called the recovery of the artifacts from King Tut's tomb grave robbing. I have museum-trained experts here, making sure this stuff is preserved and catalogued properly. Look at this drawing, which was found today...

The video camera pans off Brock to the drawing, in a tray of water. The image of the woman with the necklace FILLS FRAME.

LOVETT

...a piece of paper that's been underwater for 84 years... and my team are able to preserve it intact. Should this have remained unseen at the bottom of the ocean for eternity, when we can see it and enjoy it now...? ROSE is galvanized by this image. Her mouth hangs open in amazement.

ROSE

I'll be God damned.

CUT TO:

18 EXT. KELDYSH DECK - NIGHT

CUT TO KELDYSH. The Mir subs are being launched. Mir Two is already in the water, and Lovett is getting ready to climb into Mir One when Bobby Buell runs up to him.

BUELL

There's a satellite call for you.

LOVETT

Bobby, we're launching. See these submersibles here, going in the water? Take a message.

BUELL

No, trust me, you want to take this call.

CUT TO:

19 INT. LAB DECK / KELDYSH - NIGHT

Buell hands Lovett the phone, pushing down the blinking line. The call is from Rose and we see both ends of the conversation. She is in her kitchen with a mystified Lizzy.

LOVETT

This is Brock Lovett. What can I do for you, Mrs... ?

BUELL

Rose Calvert.

LOVETT

... Mrs. Calvert?

ROSE

I was just wondering if you had found the "Heart of the Ocean" yet, Mr. Lovett.

Brock almost drops the phone. Bobby sees his shocked expression...

BUELL

I told you you wanted to take this call.

LOVETT

(to Rose)

Alright. You have my attention, Rose. Can you tell me who the woman in the picture is?

ROSE

Oh yes. The woman in the picture is me.

CUT TO:

20 EXT. OCEAN - DAY

SMASH CUT TO AN ENORMOUS SEA STALLION HELICOPTER thundering across the ocean. PAN 180 degrees as it roars past. There is no land at either horizon. The Keldysh is visible in the distance.

CLOSE ON A WINDOW of the monster helicopter. Rose's face is visible, looking out calmly.

CUT TO:

21 EXT. KELDYSH - DAY

Brock and Bodine are watching Mir 2 being swung over the side to start a dive.

BODINE

She's a goddamned liar! A nutcase. Like that... what's her name? That Anastasia babe.

BUELL

They're inbound. Brock nods and the three of them head forward to meet the approaching helm.

BODINE

She says she's Rose DeWitt Bukater, right? Rose DeWitt Bukater died on the Titanic. At the age of 17. If she'd have lived, she'd be over a hundred now.

LOVETT

A hundred and one next month.

BODINE

Okay, so she's a very old goddamned liar. I traced her as far back as the 20's... she was working as an actress in L.A. An actress. Her name was Rose Dawson. Then she married a guy named Calvert, moved to Cedar Rapids, had two kids. Now Calvert's dead, and from what I've heard Cedar Rapids is dead. The Sea Stallion approaches the ship, BG, forcing Brock to yell over the rotors.

LOVETT

And everybody who knows about the diamond is supposed to be dead... or on this ship. But she knows about it. And I want to hear what she has to say. Got it?

CUT TO:

22 EXT. KELDYSH HELIPAD

IN A THUNDERING DOWNBLAST the helicopter's wheels bounce down on the helipad.

Lovett, Buell and Bodine watch as the HELICOPTER CREW CHIEF hands out about ten suitcases, and then Rose is lowered to the deck in a wheelchair by Keldysh crewmen. Lizzy, ducking unnecessarily under the rotor, follows her out, carrying FREDDY the Pomeranian. The crew chief hands a puzzled Keldysh crewmember a goldfish bowl with several fish in it. Rose does not travel light.

HOLD ON the incongruous image of this little old lady, looking impossibly fragile amongst all the high tech gear, grungy deck crew and gigantic equipment.

BODINE

S'cuse me, I have to go check our supply of Depends.

CUT TO:

23 INT. ROSE'S STATEROOM / KELDYSH - DAY

Lizzy is unpacking Rose's things in the small utilitarian room. Rose is placing a number of FRAMED PHOTOS on the bureau, arranging them carefully next to the fishbowl. Brock and Bodine are in the doorway.

LOVETT

Is your stateroom alright?

ROSE

Yes. Very nice. Have you met my granddaughter, Lizzy? She takes care of me.

LIZZY

Yes. We met just a few minutes ago, grandma. Remember, up on deck?

ROSE

Oh, yes.

Brock glances at Bodine... oh oh. Bodine rolls his eyes. Rose finishes arranging her photographs. We get a general glimpse of them: the usual snapshots... children and grandchildren, her late husband.

ROSE

There, that's nice. I have to have my pictures when I travel. And Freddy of course.

(to the Pomeranian)

Isn't that right, sweetie.

LOVETT

Would you like anything?

ROSE

I should like to see my drawing.

CUT TO:

24 INT. LAB DECK, PRESERVATION AREA

Rose looks at the drawing in its tray of water, confronting herself across a span of 84 years. Until they can figure out the best way to preserve it, they have to keep it immersed. It sways and ripples, almost as if alive. TIGHT ON Rose's ancient eyes, gazing at the drawing.

25 FLASHCUT of a man's hand, holding a conte crayon deftly creating a shoulder and the shape of her hair with two efficient lines.

26 THE WOMAN'S FACE IN THE DRAWING, dancing under the water.

27 A FLASHCUT of a man's eyes, just visible over the top of a sketching pad. They look up suddenly right into the LENS. Soft eyes, but fearlessly direct.

28 Rose smiles, remembering. Brock has the reference photo of the necklace in his hand.

LOVETT

Louis the Sixteenth wore a fabulous stone, called the Blue Diamond of the Crown, which disappeared in 1792, about the time Louis lost everything from the neck up. The theory goes that the crown diamond was chopped too... recut into a heart-like shape... and it became Le Coeur de la Mer. The Heart of the Ocean. Today it would be worth more than the Hope Diamond.

ROSE

It was a dreadful, heavy thing.

(she points at the drawing)

I only wore it this once.

LIZZY

You actually believe this is you, grandma?

ROSE

It is me, dear. Wasn't I a hot number?

LOVETT

I tracked it down through insurance records... and old claim that was settled under terms of absolute secrecy. Do you know who the claiment was, Rose?

ROSE

Someone named Hockley, I should imagine.

LOVETT

Nathan Hockley, right. Pittsburgh steel tycoon. For a diamond necklace his son Caledon Hockley bought in France for his fiancee... you... a week before he sailed on Titanic. And the claim was filed right after the sinking. So the diamond had to've gone down with the ship.

(to Lizzy)

See the date?

LIZZY

April 14, 1912.

LOVETT

If your grandma is who she says she is, she was wearing the diamond the day Titanic sank.

(MORE)

LOVETT (CONT'D)

(to Rose)

And that makes you my new best friend. I will happily compensate you for anything you can tell us that will lead to its recovery.

ROSE

I don't want your money, Mr. Lovett. I know how hard it is for people who care greatly for money to give some away.

BODINE

(skeptical)

You don't want anything?

ROSE

(indicating the drawing)

You may give me this, if anything I tell you is of value.

LOVETT

Deal. (crossing the room)

Over here are a few things we've recovered from your staterooms. Laid out on a worktable are fifty or so objects, from mundane to valuable. Rose, shrunken in her chair, can barely see over the table top. With a trembling hand she lifts a tortoise shell hand mirror, inlaid with mother of pearl. She caresses it wonderingly.

ROSE

This was mine. How extraordinary! It looks the same as the last time I saw it.

She turns the mirror over and looks at her ancient face in the cracked glass.

ROSE

The reflection has changed a bit. She spies something else, a silver and moonstone art-nouveau brooch.

ROSE

My mother's brooch. She wanted to go back for it. Caused quite a fuss. Rose picks up an ornate art-nouveau HAIR COMB. A jade butterfly takes flight on the ebony handle of the comb. She turns it slowly, remembering. We can see that Rose is experiencing a rush of images and emotions that have lain dormant for eight decades as she handles the butterfly comb.

LOVETT

Are you ready to go back to Titanic?

CUT TO:

29 INT. IMAGING SHACK / KELDYSH

It is a darkened room lined with TV monitors. IMAGES OF THE WRECK fill the screens, fed from Mir One and Two, and the two ROVs, Snoop Dog and DUNCAN.

BODINE

Live from 12,000 feet. ROSE stares raptly at the screens. She is enthraled by one in particular, an image of the bow railing. It obviously means something to her. Brock is studying her reactions carefully.

BODINE

The bow's struck in the bottom like an axe, from the impact. Here... I can run a simulation we worked up on this monitor over here.

Lizzy turns the chair so Rose can see the screen of Bodine's computer. As he is calling up the file, he keeps talking.

BODINE

We've put together the world's largest database on the Titanic. Okay, here...

LOVETT

Rose might not want to see this, Lewis.

ROSE

No, no. It's fine. I'm curious. Bodine starts a COMPUTER ANIMATED GRAPHIC on the screen, which parallels his rapid-fire narration.

BODINE

She hits the berg on the starboard side and it sort of bumps along... punching holes like a morse code... dit dit dit, down the side. Now she's flooding in the

BODINE (cont'd)

forward compartments... and the water spills over the tops of the bulkheads, going aft. As her bow is going down, her stern is coming up... slow at first... and then faster and faster until it's lifting all that weight, maybe 20 or 30 thousand tons... out of the water and the hull can't deal... so SKRTTT!!

(making a sound in time with the animation)

... it splits! Right down to the keel, which acts like a big hinge. Now the bow swings down and the stern falls back level... but the weight of the bow pulls the stern up vertical, and then the bow section detaches, heading for the bottom. The stern bobs like a cork, floods and goes under about 2:20 a.m. Two hours and forty minutes after the collision.

The animation then follows the bow section as it sinks. Rose watches this clinical dissection of the disaster without emotion.

BODINE

The bow pulls out of its dive and planes away, almost a half a mile, before it hits the bottom going maybe 12 miles an hour. KABOOM!

The bow impacts, digging deeply into the bottom, the animation now follows the stern.

BODINE

The stern implodes as it sinks, from the pressure, and rips apart from the force of the current as it falls, landing like a big pile of junk.

(indicating the simulation)

Cool huh?

ROSE

Thank you for that fine forensic analysis, Mr. Bodine. Of course the experience of it was somewhat less clinical.

LOVETT

Will you share it with us? Her eyes go back to the screens, showing the sad ruins far below them. A VIEW from one of the subs TRACKING SLOWLY over the boat deck. Rose recognizes one of the Wellin davits, still in place. She hears ghostly waltz music. The faint and echoing sound of an officer's voice, English accented, calling "Women and children only".

30 FLASH CUTS of screaming faces in a running crowd. Pandemonium and terror. People crying, praying, kneeling on the deck. Just impressions... flashes in the dark.

31 Rose Looks at another monitor. SNOOP DOG moving down a rusted, debris-filled corridor. Rose watches the endless row of doorways sliding past, like dark mouths.

32 IMAGE OF A CHILD, three years old, standing ankle deep in water in the middle of an endless corridor. The child is lost alone, crying.

33 Rose is shaken by the flood of memories and emotions. Her eyes well up and she puts her head down, sobbing quietly.

LIZZY

(taking the wheelchair)

I'm taking her to rest.

ROSE

No! Her voice is surprisingly strong. The sweet little old lady is gone, replaced by a woman with eyes of steel. Lovett signals everyone to stay quiet.

LOVETT

Tell us, Rose. She looks from screen to screen, the images of the ruined ship.

ROSE

It's been 84 years...

LOVETT

Just tell us what you can--

ROSE

(holds up her hand for silence)

It's been 84 years... and I can still smell the fresh paint. The china had never been used. The sheets had never been slept in. He switches on the minirecorder and sets it near her.

ROSE

Titanic was called the Ship of Dreams. And it was. It really was... As the underwater camera rises past the rusted bow rail, WE DISSOLVE / MATCH MOVE to that same railing in 1912...

MATCH DISSOLVE:

34 EXT. SOUTHAMPTON DOCK - DAY

SHOT CONTINUES IN A FLORIOUS REVEAL as the gleaming white superstructure of Titanic rises mountainously beyond the rail, and above that the buff-colored funnels stand against the sky like the pillars of a great temple. Crewmen move across the deck, dwarfed by the awesome scale of the steamer. Southampton, England, April 10, 1912. It is almost noon on ailing day. A crowd of hundreds blackens the pier next to Titanic like ants on a jelly sandwich.

IN FG a gorgeous burgundy RENAULT TOURING CAR swings into frame, hanging from a loading crane. It is lowered toward HATCH #2.

On the pier horse drawn vehicles, motorcars and lorries move slowly through the dense throng. The atmosphere is one of excitement and general giddiness. People embrace in tearful farewells, or wave and shout bon voyage wishes to friends and relatives on the decks above.

A white RENAULT, leading a silver-gray DAIMLER-BENZ, pushes through the crowd leaving a wake in the press of people. Around the handsome cars people are streaming to board the ship, jostling with hustling seamen and stokers, porters, and barking WHITE STAR LINE officials.

The Renault stops and the LIVERIED DRIVER scurries to open the door for a YOUNG WOMAN dressed in a stunning white and purple outfit, with an enormous feathered hat. She is 17 years old and beautiful, regal of bearing, with piercing eyes.

It is the girl in the drawing. ROSE. She looks up at the ship, taking it in with cool appraisal.

ROSE

I don't see what all the fuss is about. It doesn't look any bigger than the Mauritania.

A PERSONAL VALET opens the door on the other side of the car for CALEDON HOCKLEY, the 30 year old heir to the elder Hockley's fortune. "Cal" is handsome, arrogant and rich beyond meaning.

CAL

You can be blase about some things, Rose, but not about Titanic. It's over a hundred feet longer than Mauritania, and far more luxurious. It has squash courts, a Parisian cafe... even Turkish baths.

Cal turns and fives his hand to Rose's mother, RUTH DEWITT BUKATER, who descends from the touring car being him. Ruth is a 40ish society empress, from one of the most prominent Philadelphia families. She is a widow, and rules her household with iron will.

CAL

Your daughter is much too hard to impress, Ruth.

(indicating a puddle)

Mind your step.

RUTH

(gazing at the leviathan)

So this is the ship they say is unsinkable.

CAL

It is unsinkable. God himself couldn't sink this ship. Cal speaks with the pride of a host providing a special experience. This entire entourage of rich Americans is impeccably turned out, a quintessential example of the Edwardian upper class, complete with servants. Cal's VALET, SPICER LOVEJOY, is a tall and impassive, dour as an undertaker. Behind him emerge TWO MAIDS, personal servants to Ruth and Rose.

A WHITE STAR LINE PORTER scurries toward them, harried by last minute loading.

PORTER

Sir, you'll have to check your baggage through the main terminal, round that way--

Cal nonchalantly hands the man a fiver. The porter's eyes dilate. Five pounds was a monster tip in those days.

CAL

I put my faith in you, good sir.

(MORE)

CAL (CONT'D)

(curtly, indicating Lovejoy)

See my man.

PORTER

Yes, sir. My pleasure, sir. Cal never tires of the effect of money on the unwashed masses.

LOVEJOY

(to the porter)

These trunks here, and 12 more in the Daimler. We'll have all this lot up in the rooms.

The White Star man looks stricken when he sees the enormous pile of steamer trunks and suitcases loading down the second car, including wooden crates and steel safe. He whistles frantically for some cargo-handlers nearby who come running.

Cal breezes on, leaving the minions to scramble. He quickly checks his pocket watch.

CAL

We'd better hurry. This way, ladies. He indicates the way toward the first class gangway. They move into the crowd. TRUDY BOLT, Rose's maid, hustles behind them, laden with bags of her mistress's most recent purchases... things too delicate for the baggage handlers.

Cal leads, weaving between vehicles and handcarts, hurrying passengers (mostly second class and steerage) and well-wishers. Most of the first class passengers are avoiding the smelly press of the dockside crowd by using an elevated boarding bridge, twenty feet above.

They pass a line of steerage passengers in their coarse wool and tweeds, queued up inside movable barriers like cattle in a chute. A HEALTH OFFICER examines their heads one by one, checking scalp and eyelashes for lice. They pass a well-dressed young man cranking the handle of a wooden Biograph "cinematograph" camera mounted on a tripod. NANIEL MARVIN (whose father founded the Biograph Film Studio) is filming his young bride in front of the Titanic. MARY MARVIN stands stiffly and smiles, self conscious.

DANIEL

Look up at the ship, darling, that's it. You're amazed! You can't believe how big it is! Like a mountain. That's great.

Mary Marvin, without an acting fiber in her body, does a bad Clara Bow pantomime of awe, hands raised.

Cal is jostled by two yelling steerage boys who shove past him. And he is bumped again a second later by the boys' father.

CAL

Steady!!

MAN

Sorry squire! The Cockney father pushes on, after his kids, shouting.

CAL

Steerage swine. Apparently missed his annual bath.

RUTH

Honestly, Cal, if you weren't forever booking everything at the last instant, we could have gone through the terminal instead of running along the dock like some squalid immigrant family.

CAL

All part of my charm, Ruth. At any rate, it was my darling fiancee's beauty rituals which made us late.

ROSE

You told me to change.

CAL

I couldn't let you wear black on sailing day, sweetpea. It's bad luck.

ROSE

I felt like black. Cal guides them out of the path of a horse-drawn wagon loaded down with two tons of OXFORD MARMALADE, in wooden cases, for Titanic's Victualling Department.

CAL

Here I've pulled every string I could to book us on the grandest ship in history, in her most luxurious suites... and you act as if you're going to your execution.

Rose looks up as the hull of Titanic looms over them...a great iron wall, Bible black and sever. Cal motions her forward, and she enters the gangway to the D Deck doors with a sense of overwhelming dread.

OLD ROSE (V.O.)

It was the ship of dreams... to everyone else. To me it was a slave ship, taking me back to America in chains.

CLOSE ON CAL'S HAND IN SLOW-MOTION as it closes possessively over Rose's arm. He escorts her up the gangway and the black hull of Titanic swallows them.

OLD ROSE (V.O.)

Outwardly I was everything a well brought up girl should be. Inside, I was screaming.

35 CUT TO a SCREAMING BLAST from the mighty triple steam horns on Titanic's funnels, bellowing their departure warning.

CUT TO:

36 EXT. SOUTHAMPTON DOCKS / TITANIC - DAY

A VIEW OF TITANIC from several blocks away, towering above the terminal buildings like the skyline of a city. The steamer's whistle echoes across Southampton.

PULL BACK, revealing that we were looking through a window, and back further to show the smoky inside of a pub. It is crowded with dockworkers and ship;s crew.

Just inside the window, a poker game is in progress. FOUR MEN, in working class clothes, play a very serious hand.

JACK DAWSON and FABRIZIO DE ROSSI, both about 20, exchange a glance as the other two players argue in Swedish. Jack is American, a lanky drifter with his hair a little long for the standards of the times. He is also unshaven, and his clothes are rumpled from sleeping in them. He is an artist, and has adopted the bohemian style of art scene in Paris. He is also very self-possessed and sure-footed for 20, having lived on his own since 15. The TWO SWEDES continue their sullen argument, in Swedish.

OLAF

(subtitled)

You stupid fishhead. I can't believe you bet our tickets.

SVEN

(subtitled)

You lost our money. I'm just trying to get it back. Now shutup and take a card.

JACK

(jaunty)

Hit me again, Sven. Jack takes the card and slips it into his hand. ECU JACK'S EYES. They betray nothing.

CLOSE ON FABRIZIO licking his lips nervously as he refuses a card. ECU STACK in the middle of the table. Bills and coins from four countries. This has been going on for a while. Sitting on top of the money are two 3RD CLASS TICKETS for RMS TITANIC.

The Titanic's whistle blows again. Final warning.

JACK

The moment of truth boys. Somebody's life's about to change. Fabrizio puts his cards down. So do the Swedes. Jack holds his close.

JACK

Let's see... Fabrizio's got niente. Olaf, you've got squat. Sven, uh oh... two pair... mmm.

(turns to his friend)

Sorry Fabrizio.

FABRIZIO

What sorry? What you got? You lose my money?? Ma va fa'n culo testa di cazzo--

JACK

Sorry, you're not gonna see your mama again for a long time... He slaps a full house down on the table.

JACK

(grinning)

'Cause you're goin' to America!! Full house boys!

FABRIZIO

Porca Madonna!! YEEAAAAA!!!

The table explodes into shouting in several languages. Jack rakes in the money and the tickets.

JACK

(to the Swedes)

Sorry boys. Three of a kind and a pair. I'm high and you're dry and...

(to Fabrizio)

... we're going to--

FABRIZIO/JACK

L'AMERICA!!! Olaf balls up one huge farmer's fist. We think he's going to clobber Jack, but he swings round and punches Sven, who flops backward onto the floor and sits there, looking depressed. Olaf forgets about Jack and Fabrizio, who are dancing around, and goes into a rapid harangue of his stupid cousin. Jack kisses the tickets, then jumps on Fabrizio's back and rides him around the pub. It's like they won the lottery.

JACK

Goin' home... to the land o' the free and the home of the real hot-dogs! On the TITANIC!! We're ridin' in high style now! We're practically goddamned royalty, ragazzo mio!!

FABRIZIO

You see? Is my destinio!! Like I told you. I go to l'America!! To be a millionaire!!

(MORE)

FABRIZIO (CONT'D)

(to pubkeeper)

Capito?? I go to America!!

PUBKEEPER

No, mate. Titanic go to America. In five minutes.

JACK

Shit!! Come on, Fabri!

(grabbing their stuff)

Come on!!

(to all, grinning)

It's been grand. They run for the door.

PUBKEEPER

'Course I'm sure if they knew it was you lot comin', they'd be pleased to wait!

CUT TO:

37 OMITTED

38 EXT. TERMINAL - TITANIC

Jack and Fabrizio, carrying everything they own in the world in the kit bags on their shoulders, sprint toward the pier. They tear through milling crowds next to the terminal. Shouts go up behind them as they jostle slow-moving gentlemen. They dodge piles of luggage, and weave through groups of people. They burst out onto the pier and Jack comes to a dead stop... staring at the cast wall of the ship's hull, towering seven stories above the wharf and over an eighth of a mile long. The Titanic is monstrous.

Fabrizio runs back and grabs Jack, and they sprint toward the third class gangway aft, at E deck. They reach the bottom of the ramp just as SIXTH OFFICER MOODY detaches it at the top. It starts to swing down from the gangway doors.

JACK

Wait!! We're passengers! Flushed and panting, he waves the tickets.

MOODY

Have you been through the inspection queue?

JACK

(lying cheerfully)

Of course! Anyway, we don't have lice, we're Americans.

(glances at Fabrizio)

Both of us.

MOODY

(testy)

Right, come aboard. Moody has QUARTERMASTER ROWE reattach the gangway. Jack and Fabrizio come aboard. Moody glances at the tickets, then passes Jack and Fabrizio through to Rowe. Rowe looks at the names on the tickets to enter them in the passenger list.

ROWE

Gundersen. And...

(reading Fabrizio's)

Gundersen. He hands the tickets back, eyeing Fabrizio's Mediterranean looks suspiciously.

JACK

(grabbing Fabrizio's arm)

Come on, Sven. Jack and Fabrizio whoop with victory as they run down the white-painted corridero... grinning from ear to ear.

JACK

We are the luckiest sons of bitches in the world!

CUT TO:

39 OMITTED

40 EXT. TITANIC AND DOCK - DAY

The mooring lines, as big around as a man's arm, are dropped into the water. A cheer goes up on the pier as SEVEN TUGS pull the Titanic away from the quay.

CUT TO:

41 EXT. AFT WELL DECK / POOP DECK - DAY JACK AND FABRIZIO burst through a door onto the aft well deck. TRACKING WITH THEM as they run across the deck and up the steel stairs to the poop deck. They get to the rail and Jack starts to yell and wave to the crowd on the dock.

FABRIZIO

You know somebody?

JACK

Of course not. That's not the point.

(to the crowd)

Goodbye! Goodbye!! I'll miss you!

Grinning, Fabrizio joins in, adding his voice to the swell of voices, feeling the exhilaration of the moment.

FABRIZIO

Goodbye! I will never forget you!!

CUT TO:

42 OMITTED EXT. SOUTHAMPTON DOCK - DAY The crowd of cheering well-wishers waves heartily as a black wall of metal moves past them. Impossibly tiny figures wave back from the ship's rails. Titanic gathers speed.

CUT TO:

44 EXT. RIVER TEST - DAY IN A LONG LENS SHOT the prow of Titanic FILLS FRAME behind the lead tug, which is dwarfed. The bow wave spreads before the mighty plow of the liner's hull as it moves down the River Test toward the English Channel.

CUT TO:

45 INT. THIRD CLASS BERTHING / G-DECK FORWARD - DAY Jack and Fabrizio walk down a narrow corridor with doors lining both sides like a college dorm. Total confusion as people argue over luggage in several languages, or wander in confusion in the labyrinth. They pass emigrants studying the signs over the doors, and looking up the words in phrase books. They find their berth. It is a modest cubicle, painted enamel white, with four bunks. Exposed pipes overhead. The other two guys are already there. OLAUS and BJORN GUNDERSEN.

Jack throws his kit on one open bunk, while Fabrizio takes the other.

BJORN

(in Swedish/ subtitled)

Where is Sven?

CUT TO:

46 INT. SUITE B-52-56 - DAY By contrast, the so-called "Millionaire Suite" is in the Empire style, and comprises two bedrooms, a bath, WC, wardrobe room, and a large sitting room. In addition there is a private 50 foot promenade deck outside.

A room service waiter pours champagne into a tulip glass of orange juice and hands the Bucks Fizz to Rose. She is looking through her new paintings. There is a Monet of water lilies, a Degas of dancers, and a few abstract works. They are all unknown paintings... lost works.

Cal is out on the covered deck, which has potted trees and vines on trellises, talking through the doorway to Rose in the sitting room.

CAL

Those mud puddles were certainly a waste of money.

ROSE

(looking at a cubist portrait)

You're wrong. They're fascinating. Like in a dream... there's truth without logic. What's his name again... ?

(reading off the canvas)

Picasso.

CAL

(coming into the sitting room)

He'll never amount to a thing, trust me. At least they were cheap. A porter wheels Cal's private safe (which we recognize) into the room on a handtruck.

CAL

Put that in the wardrobe. 47 IN THE BEDROOM Rose enters with the large Degas of the dancers. She sets it on the dresser, near the canopy bed. Trudy is already in there, hanging up some of Rose's clothes.

TRUDY

It smells so brand new. Like they built it all just for us. I mean... just to think that tonight, when I crawl between the sheets, I'll be the first-- Cal appears in the doorway of the bedroom.

CAL

(looking at Rose)

And when I crawl between the sheets tonight, I'll still be the first.

TRUDY

(blushing at the innuendo)

S'cuse me, Miss. She edges around Cal and makes a quick exit. Cal comes up behind Rose and puts his hands on her shoulders. An act of possession, not intimacy.

CAL

The first and only. Forever. Rose's expression shows how bleak a prospect this is for her, now.

CUT TO:

48 EXT. CHERBOURG HARBOR, FRANCE - LATE DUSK

Titanic stands silhouetted against a purple post-sunset sky. She is lit up like a floating palace, and her thousand portholes reflect in the calm harbor waters. The 150 foot tender Nomadic lies-to alongside, looking like a rowboat. The lights of a Cherbourg harbor complete the postcard image.

CUT TO:

49 INT. FIRST CLASS RECEPTION/ D-DECK

Entering the first class reception room from the tender are a number of prominent passengers. A BROAD-SHOULDERED WOMAN in an enormous feathered hat comes up the gangway, carrying a suitcase in each hand, a spindly porter running to catch up with her to take the bags.

WOMAN

Well, I wasn't about to wait all day for you, sonny. Take 'em the rest of the way if you think you can manage.

OLD ROSE (V.O.)

At Cherbourg a woman came aboard named Margaret Brown, but we all called her Molly. History would call her the Unsinkable Molly Brown. Her husband had struck gold someplace out west, and she was what mother called "new money". At 45, MOLLY BROWN is a tough talking straightshooter who dresses in the finery of her genteel peers but will never be one of them.

OLD ROSE (V.O.)

By the next afternoon we had made our final stop and we were steaming west from the coast of Ireland, with nothing out ahead of us but ocean...

CUT TO:

50 OMITTED

51 EXT. BOW - DAY

The ship glows with the warm creamy light of late afternoon. Jack and Fabrizio stand right at the bow gripping the curving railing so familiar from images of the wreck. Jack leans over, looking down fifty feet to where the prow cuts the surface like a knife, sending up two glassy sheets of water.

CUT TO:

52 INT. / EXT. TITANIC - SERIES OF SCENES - DAY

ON THE BRIDGE, CAPTAIN SMITH turns from the binnacle to FIRST OFFICER WILLIAM MURDOCH.

CAPTAIN SMITH

Take her to sea Mister Murdoch. Let's stretch her legs. Murdoch moves the engine telegraph lever to ALL AHEAD FULL. 53 NOW BEGINS a kind of musical/visual setpiece... an ode to the great ship. The music is rhythmic, surging forward, with a soaring melody that addresses the majesty and optimism of the ship of dreams.

IN THE ENGINE ROOM the telegraph clangs and moves to "All Ahead Full".

CHIEF ENGINEER BELL

All ahead full! On the catwalk THOMAS ANDREWS, the shipbuilder, watches carefully as the engineers and greasers scramble to adjust valves. Towering above them are the twin RECIPROCATING engines, four stories tall, their ten-foot-long connecting rods surging up and down with the turning of the massive crankshafts. The engines thunder like the footfalls of marching giants.

54 IN THE BOILER ROOMS the STOKERS chant a song as they hurl coal into the roaring furnaces. The "black gang" are covered with sweat and coal dust, their muscles working like part of the machinery as they toil in the hellish glow.

55 UNDERWATER the enormous bronze screws chop through the water, hurling the steamer forward and churning up a vortex of foam that lingers for miles behind the juggernaut ship. Smoke pours from the funnels as--

56 The riven water flares higher at the bow as the ship's speeds builds. THE CAMERA SWEEPS UP the prow to find Jack, the wind streaming through his hair and--

57 Captain Smith steps out of the enclosed bridge onto the wing. He stands with his hands on the rail, looking every bit the storybook picture of a Captain... a great patriarch of the sea.

FIRST OFFICER MURDOCH

Twenty one knots, sir!

SMITH

She's got a bone in her teeth now, eh, Mr. Murdoch. Smith accepts a cup of tea from FIFTH OFFICER LOWE. He contentedly watches the white V of water hurled outward from the bows like an expression of his own personal power. They are invulnerable, towering over the sea.

58 AT THE BOW Jack and Fabrizio lean far over, looking down. In the glassy bow-wave two dolphins appear, under the water, running fast just in front of the steel blade of the prow. They do it for the sheer joy and exultation of motion. Jack watches the dolphins and grins. They breach, jumping clear of the water and then dive back, crisscrossing in front of the bow, dancing ahead of the juggernaut.

FABRIZIO looks forward across the Atlantic, staring into the sunsparkles.

FABRIZIO

I can see the Statue of Liberty already.

(grinning at Jack)

Very small... of course.

THE CAMERA ARCS around them, until they are framed against the sea. NOW WE PULL BACK, across the forecastle deck. Rising, as we continue back, and the ships rolls endlessly forward underneath. Over the bridge wing, along the boat deck until her funnels come INTO FRAME besides us and march past like the pillars of heaven, one by one. We pull back and up, until we are looking down the funnels, and the people strolling on the decks and standing at the rail become antlike.

And still we pull back until the great lady is seen whole in a gorgeous aerial portrait, black and severe in her majesty.

ISMAY (V.O.)

She is the largest moving object ever made by the hand of man in all history...

CUT TO:

59 INT. PALM COURT RESTAURANT - DAY

CLOSE ON J. BRUCE ISMAY, Managing Director of White Star Line.

ISMAY

...and our master shipbuilder, Mr. Andrews here, designed her from the keel plates up.

He indicates a handsome 39 year old Irish gentlemen to his right, THOMAS ANDREWS, of Harland and Wolf Shipbuilders.

WIDER, showing the group assembled for lunch the next day. Ismay seated with Cal, Rose, Ruth, Molly Brown and Thomas Andrews in the Palm Court, a beautiful sunny spot enclosed by high arched windows.

ANDREWS

(disliking the attention)

Well, I may have knocked her together, but the idea was Mr. Ismay's. He envisioned a steamer so grand in scale, and so luxurious in its appointments, that its supremacy would never be challenged. And here she is...

(he slaps the table)

...willed into solid reality.

MOLLY

Why're ships always bein' called "she"? Is it because men think half the women around have big sterns and should be weighed in tonnage?

(they all laugh)

Just another example of the men settin' the rules their way. The waiter arrives to take orders. Rose lights a cigarette.

RUTH

You know I don't like that, Rose.

CAL

She knows. Cal takes the cigarette from her and stubs it out.

CAL

(to the waiter)

We'll both have the lamb. Rare, with a little mint sauce.

(to Rose, after the waiter moves away)

You like lamb, don't you sweetpea? Molly is watching the dynamic between Rose, Cal and Ruth.

MOLLY

So, you gonna cut her meat for her too there, Cal?

(turning to Ismay)

Hey, who came up with the name Titanic? You, Bruce?

ISMAY

Yes, actually. I wanted to convey sheer size. And size means stability, luxury... and safety--

ROSE

Do you know of Dr. Freud? His ideas about the male preoccupation with size might be of particular interest to you, Mr. Ismay. Andrews chokes on his breadstick, suppressing laughter.

RUTH

My God, Rose, what's gotten into--

ROSE

Excuse me. She stalks away.

RUTH

(mortified)

I do apologize.

MOLLY

She's a pistol, Cal. You sure you can handle her?

CAL

(tense but feigning unconcern)

Well, I may have to start minding what she reads from now on.

CUT TO:

60 EXT. POOP DECK / AFTER DECKS - DAY

Jack sits on a bench in the sun. Titanic's wake spreads out behind him to the horizon. He has his knees pulled up, supporting a leather bound sketching pad, his only valuable possession. With conte crayon he draws rapidly, using sure strokes. An emigrant from Manchester named CARTMELL has his 3 year old daughter CORA standing on the lower rung of the rail. She is leaned back against his beer barrel of a stomach, watching the seagulls. THE SKETCH captures them perfectly, with a great sense of the humanity of the moment. Jack is good. Really good. Fabrizio looks over Jack's shoulder. He nods appreciatively.

TOMMY RYAN, a scowling young Irish emigrant, watches as a crewmember comes by, walking three small dogs around the deck. One of them, a BLACK FRENCH BULLDOG, is among the ugliest creatures on the planet.

TOMMY

That's typical. First class dogs come down here to take a shit. Jack looks up from his sketch.

JACK

That's so we know where we rank in the scheme of things.

TOMMY

Like we could forget. Jack glances across the well deck. At the aft railing of B deck promenade stands ROSE, in a long yellow dress and white gloves.

CLOSE ON JACK, unable to take his eyes off of her. They are across from each other, about 60 feet apart, with the well deck like a valley between them. She on her promontory, he on his much lower one. She stares down at the water.

He watches her unpin her elaborate hat and take it off. She looks at the frilly absurd thing, then tosses it over the rail. It sails far down to the water and is carried away, astern. A spot of yellow in the vast ocean. He is riveted by her. She looks like a figure in a romantic novel, sad and isolated.

Fabrizio taps Tommy and they both look at Jack gazin at Rose. Fabrizio and Tommy grin at each other.

Rose turns suddenly and looks right at Jack. He is caught staring, but he doesn't look away. She does, but then looks back. Their eyes meet across the space of the well deck, across the gulf between worlds.

Jack sees a man (Cal) come up behind her and take her arm. She jerks her arm away. They argue in pantomime. She storms away, and he goes after her, disappearing along the A-deck promenade. Jack stares after her.

TOMMY

Forget it, boy. You'd as like have angels fly out o' yer arse as get next to the likes o' her.

CUT TO:

61 INT. FIRST CLASS DINING SALOON - NIGHT

SLOWLY PUSHING IN ON ROSE as she sits, flanked by people in heated conversation. Cal and Ruth are laughing together, while on the other side LADY DUFF-GORDON is holding forth animatedly. We don't hear what they are saying. Rose is staring at her plate, barely listening to the inconsequential babble around her.

OLD ROSE (V.O.)

I saw my whole life as if I'd already lived it... an endless parade of parties and cotillions, yachts and polo matches... always the same narrow people, the same mindless chatter. I felt like I was standing at a great precipice, with no one to pull me back, no one who cared... or even noticed. ANGLE BENEATH TABLE showing Rose's hand, holding a tiny fork from her crab salad. She pokes the crab-fork into the skin of her arm, harder and harder until it draws blood.

CUT TO:

62 INT. CORRIDOR / B DECK - NIGHT Rose walks along the corridor. A steward coming the other way greets her, and she nods with a slight smile. She is perfectly composed.

CUT TO:

63 INT. ROSE'S BEDROOM - NIGHT

She enters the room. Stands in the middle, staring at her reflection in the large vanity mirror. Just stands there, then--

With a primal, anguished cry she claws at her throat, ripping off her pearl necklace, which explodes across the room. In a frenzy she tears at herself, her clothes, her hair... then attacks the room. She flings everything off the dresser and it flies clattering against the wall. She hurls a handmirror against the vanity, cracking it.

CUT TO:

64 EXT. A DECK PROMENADE, AFT - NIGHT

Rose runs along the B deck promenade. She is dishevelled, her hair flying. She is crying, her cheeks streaked with tears. But also angry, furious! Shaking with emotions she doesn't understand... hatred, self-hatred, desperation. A strolling couple watch her pass. Shocked at the emotional display in public.

CUT TO:

65 EXT. POOP DECK - NIGHT

Jack is kicked back on one of the benches gazing at the stars blazing gloriously overhead. Thinking artist thoughts and smoking a cigarette. Hearing something, he turns as Rose runs up the stairs from the well deck. They are the only two on the stern deck, except for QUARTERMASTER ROWE, twenty feet above them on the docking bridge catwalk. She doesn't see Jack in the shadows, and runs right past him.

TRACKING WITH ROSE as she runs across the deserted fantail. Her breath hitches in an occasional sob, which she suppresses. Rose slams against the base of the stern flagpole and clings there, panting. She stares out at the black water.

Then starts to climb over the railing. She has to hitch her long dress way up, and climbing is clumsy. Moving methodically she turns her body and gets her heels on the white-painted gunwale, her back to the railing, facing out toward blackness. 60 feet below her, the massive propellers are churning the Atlantic into white foam, and a ghostly wake trails off toward the horizon. IN A LOW ANGLE, we see Rose standing like a figurehead in reverse. Below her are the huge letters of the name "TITANIC".

She leans out, her arms straightening... looking down hypnotized, into the vortex below her. Her dress and hair are lifted by the wind of the ship's movement. The only sound, above the rush of water below, is the flutter and snap of the big Union Jack right above her.

JACK

Don't do it. She whips her head around at the sound of his voice. It takes a second for her eyes to focus.

ROSE

Stay back! Don't come any closer! Jack sees the tear tracks on her cheeks in the faint glow from the stern running lights.

JACK

Take my hand. I'll pull you back in.

ROSE

No! Stay where you are. I mean it. I'll let go.

JACK

No you won't.

ROSE

What do you mean no I won't? Don't presume to tell me what I will and will not do. You don't know me.

JACK

You would have done it already. Now come on, take my hand. Rose is confused now. She can't see him very well through the tears, so she wipes them with one hand, almost losing her balance.

ROSE

You're distracting me. Go away.

JACK

I can't. I'm involved now. If you let go I have to jump in after you.

ROSE

Don't be absurd. You'll be killed. He takes off his jacket.

JACK

I'm a good swimmer. He starts unlacing his left shoe.

ROSE

The fall alone would kill you.

JACK

It would hurt. I'm not saying it wouldn't. To be honest I'm a lot more concerned about the water being so cold. She looks down. The reality factor of what she is doing is sinking in.

ROSE

How cold?

JACK

(taking off his left shoe)

Freezing. Maybe a couple degrees over. He starts unlacing his right shoe.

JACK

Ever been to Wisconsin?

ROSE

(perplexed)

No.

JACK

Well they have some of the coldest winters around, and I grew up there, near Chippewa Falls. Once when I was a kid me and my father were ice-fishing out on Lake Wissota... ice-fishing's where you chop a hole in the--

ROSE

I know what ice fishing is!

JACK

Sorry. Just... you look like kind of an indoor girl. Anyway, I went through some thin ice and I'm tellin' ya, water that cold... like that right down there... it hits you like a thousand knives all over your body. You can't breath, you can't think... least not about anything but the pain.

(takes off his other shoe)

Which is why I'm not looking forward to jumping in after you. But like I said, I don't see a choice. I guess I'm kinda hoping you'll come back over the rail and get me off the hook here.

ROSE

You're crazy.

JACK

That's what everybody says. But with all due respect, I'm not the one hanging off the back of a ship.

He slides one step closer, like moving up on a spooked horse.

JACK

Come on. You don't want to do this. Give me your hand. Rose stares at this madman for a long time. She looks at his eyes and they somehow suddenly seem to fill her universe.

ROSE

Alright. She unfastens one hand from the rail and reaches it around toward him. He reaches out to take it, firmly.

JACK

I'm Jack Dawson.

ROSE

(voice quavering)

Pleased to meet you, Mr. Dawson. Rose starts to turn. Now that she has decided to live, the height is terrifying. She is overcome by vertigo as she shifts her footing, turning to face the ship. As she starts to climb, her dress gets in the way, and one foot slips off the edge of the deck.

She plunges, letting out a piercing SHRIEK. Jack, gripping her hand, is jerked toward the rail. Rose barely grabs a lower rail with her free hand. QUARTERMASTER ROWE, up on the docking bridge hears the scream and heads for the ladder.

ROSE

HELP! HELP!!

JACK

I've got you. I won't let go. Jack holds her hand with all his strength, bracing himself on the railing with his other hand. Rose tries to get some kind of foothold on the smooth hull. Jack tries to lift her bodily over the railing. She can't get any footing in her dress and evening shoes, and she slips back. Rose SCREAMS again.

Jack, awkwardly clutching Rose by whatever he can get a grip on as she flails, gets her over the railing. They fall together onto the deck in a tangled heap, spinning in such a way that Jack winds up slightly on top of her.

Rowe slides down the ladder from the docking bridge like it's a fire drill and sprints across the fantail.

ROWE

Here, what's all this?! Rowe runs up and pulls Jack off of Rose, revealing her dishevelled and sobbing on the deck. Her dress is torn, and the hem is pushing up above her knees, showing one ripped stocking. He looks at Jack, the shaggy steerage man with his jacket off, and the first class lady clearly in distress, and starts drawing conclusions. Two seamen chug across the deck to join them.

ROWE

(to Jack)

Here you, stand back! Don't move an inch!

(to the seamen)

Fetch the Master at Arms.

CUT TO:

66 EXT. POOP DECK - NIGHT

A few minutes later. Jack is being detained by the burly MASTER AT ARMS, the closest thing to a cop on board. He is handcuffing Jack. Cal is right in front of Jack, and furious. He has obviously just rushed out here with Lovejoy and another man, and none of them have coats over their black tie evening dress. The other man is COLONEL ARCHIBALD GRACIE, a moustached blowhard who still has his brandy snifter. He offers it to Rose, who is hunched over crying on a bench nearby, but she waves it away. Cal is more concerned with Jack. He grabs him by the lapels.

CAL

What made you think you could put your hands on my fiancee?! Look at me, you filth! What did you think you were doing?!

ROSE

Cal, stop! It was an accident.

CAL

An accident?!

ROSE

It was... stupid really. I was leaning over and I slipped. Rose looks at Jack, getting eye contact.

ROSE

I was leaning way over, to see the... ah... propellers. And I slipped and I would have gone overboard... and Mr. Dawson here saved me and he almost went over himself. CAL You wanted to see the propellers?

GRACIE

(shaking his head)

Women and machinery do not mix.

MASTER AT ARMS

(to Jack)

Was that the way of it? Rose is begging him with her eyes not to say what really happened.

JACK

Uh huh. That was pretty much it. He looks at Rose a moment longer. Now they have a secret together.

COLONEL GRACIE

Well! The boy's a hero then. Good for you son, well done!

(to Cal)

So it's all's well and back to our brandy, eh? Jack is uncuffed. Cal gets Rose to her feet and moving.

CAL

(rubbing her arms)

Let's get you in. You're freezing. Cal is leaving without a second thought for Jack.

GRACIE

(low)

Ah... perhaps a little something for the boy?

CAL

Oh, right. Mr. Lovejoy. A twenty should do it.

ROSE

Is that the going rate for saving the woman you love?

CAL

Rose is displeased. Mmm... what to do? Cal turns back to Jack. He appraises him condescendingly... a steerage ruffian, unwashed and ill-mannered.

CAL

I know. (to Jack)

Perhaps you could join us for dinner tomorrow, to regale our group with your heroic tale?

JACK

(looking straight at Rose)

Sure. Count me in.

CAL

Good. Settled then. Cal turns to go, putting a protective arm around Rose. he leans close to Gracie as they walk away.

CAL

This should be amusing.

JACK

(as Lovejoy passes)

Can I bum a cigarette? Lovejoy smoothly draws a silver cigarette case from his jacket and snaps it open. Jack takes a cigarette, then another, popping it behind his ear for later. Lovejoy lights Jack's cigarette.

LOVEJOY

You'll want to tie those.

(Jack looks at his shoes)

Interesting that the young lady slipped so mighty all of a sudden and you still had time to take of your jacket and shoes. Mmmm?

Lovejoy's expression is bland, but the eyes are cold. He turns away to join his group.

CUT TO:

67 INT. ROSE'S BEDROOM - NIGHT

As she undresses for bed Rose sees Cal standing in her doorway, reflected in the cracked mirror of her vanity. He comes toward her.

CAL

(unexpectedly tender)

I know you've been melancholy, and I don't pretend to know why. From behind his back he hands her a large black velvet jewel case. She takes it, numbly.

CAL

I intended to save this till the engagement gals next week. But I thought tonight, perhaps a reminder of my feeling for you...

Rose slowly opens the box. Inside is the necklace... "HEART OF THE OCEAN" in all its glory. It is huge... a malevolent blue stone glittering with an infinity of scalpel-like inner reflections.

ROSE

My God... Cal. Is it a--

CAL

Diamond. Yes it is. 56 carats. He takes the necklace and during the following places it around her throat. He turns her to the mirror, staring behind her.

CAL

It was once worn by Louis the Sixteenth. They call it Le Coeur de la Mer, the--

ROSE

The Heart of the Ocean. Cal, it's... it's overwhelming. He gazes at the image of the two of them in the mirror.

CAL

It's for royalty. And we are royalty. His fingers caress her neck and throat. He seems himself to be disarmed by Rose's elegance and beauty. His emotion is, for the first time, unguarded.

CAL

There's nothing I couldn't give you. There's nothing I'd deny you if you would deny me. Open your heart to me, Rose. CAMERA begins to TRACK IN ON ROSE. Closer and closer, during the following:

OLD ROSE (V.O.)

Of course his gift was only to reflect light back onto himself, to illuminate the greatness that was Caledon Hockley. It was a cold stone... a heart of ice.

Finally, when Rose's eyes FILL FRAME, we MORPH SLOWLY to her eyes as the are now... transforming through 84 years of life...

TRANSITION

68 INT. KELDYSH IMAGING SHACK Without a cut the wrinkled, weathered landscape of age has appeared around her eyes. But the eyes themselves are the same.

OLD ROSE

After all these years, feel it closing around my throat like a dog collar. THE CAMERA PULLS BACK to show her whole face.

ROSE

I can still feel its weight. If you could have felt it, not just seen it...

LOVETT

Well, that's the general idea, my dear.

BODINE

So let me get this right. You were gonna kill yourself by jumping off the Titanic?

(he guffaws)

That's great!

LOVETT

(warningly)

Lewis... But Rose laughs with Bodine.

BODINE

(still laughing)

All you had to do was wait two days! Lovett, standing out of Rose's sightline, checks his watch. Hours have passed. This process is taking too long.

LOVETT

Rose, tell us more about the diamond. What did Hockley do with it after that?

ROSE

I'm afraid I'm feeling a little tired, Mr. Lovett. Lizzy picks up the cue and starts to wheel her out.

LOVETT

Wait! Can you give us something go on, here. Like who had access to the safe. What about this Lovejoy guy? The valet. Did he have the combination?

LIZZY

That's enough. Lizzy takes her out. Rose's old hand reappears at the doorway in a frail wave goodbye.

CUT TO:

69 EXT. LAUNCH AREA/KELDYSH DECK - DAY

As the big hydraulic jib swings one of the Mir subs out over the water. Lovett walks as he talks with Bobby Buell, the partners' rep. They weave among deck cranes, launch crew, sub maintenance guys.

BUELL

The partners are pissed.

BROCK

Bobby, buy me time. I need time.

BUELL

We're running thirty thousand a day, and we're six days over. I'm telling you what they're telling me. The hand is on the plug. It's starting to pull.

BROCK

Well you tell the hand I need another two days! Bobby, Bobby, Bobby... we're close! I smell it. I smell ice. She had the diamond on... now we just have to find out where it wound up. I just gotta work her a bit more. Okay? Brock turns and sees Lizzy standing behind him. She has overheard the past part of his dialogue with Buell. He goes to her and hustles her away from Buell, toward a quite spot on the deck.

BROCK

Hey, Lizzy. I need to talk to you for a second.

LIZZY

Don't you mean work me?

BROCK

Look, I'm running out of time. I need your help.

LIZZY

I'm not going to help you browbeat my hundred and

(MORE)

LIZZY (CONT'D)

one year old grandmother. I came down here to tell you to back off.

BROCK

(with undisguised desperation)

Lizzy... you gotta understand something. I've bet it all to find the Heart of the Ocean. I've got all my dough tied up in this thing. My wife even divorced me over this hunt. I need what's locked inside your grandma's memory.

(he holds out his hand)

You see this? Right here? She looks at his hand, palm up. Empty. Cupped, as if around an imaginary shape.

LIZZY

What?

BROCK

That's the shape my hand's gonna be when I hold that thing. You understand? I'm not leaving here without it.

LIZZY

Look, Brock, she's going to do this her way, in her own time. Don't forget, she contacted you. She's out here for her own reasons, God knows what they are.

LOVETT

Maybe she wants to make peace with the past.

LIZZY

What past? She has never once, not once, ever said a word about being on the Titanic until two days ago.

LOVETT

Then we're all meeting your grandmother for the first time.

LIZZY

(looks at him hard)

You think she was really there?

LOVETT

Oh, yeah. Yeah, I'm a believer. She was there.

CUT TO:

70 INT. IMAGING SHACK

Bodine starts the tape recorder. Rose is gazing at the screen seeing THE LIVE FEED FROM THE WRECK--SNOOP DOG is moving along the starboard side of the hull, heading aft. The rectangular windows of A deck (forward) march past on the right.

ROSE

The next day, Saturday, I remember thinking how the sunlight felt.

DISSOLVE TO:

71 EXT. B DECK TITANIC - DAY

MATCH DISSOLVE from the rusting hulk to the gleaming new Titanic in 1912, passing the end of the enclosed promenade just as Rose walks into the sunlight right in front of us. She is stunningly dressed and walking with purpose.

OLD ROSE (V.O.)

As if I hadn't felt the sun in years. IT IS SATURDAY APRIL 13, 1912. Rose unlatches the gate to go down into third class. The steerage men on the deck stop what they're doing and stare at her.

CUT TO:

72 INT. THIRD CLASS GENERAL ROOM

The social center of steerage life. It is stark by comparison to the opulence of first class, but is a loud, boisterous place. There are mothers with babies, kids running between the benches yelling in several languages and being scolded in several more. There are old women yelling, men playing chess, girls doing needlepoint and reading dime novels. There is even an upright piano and Tommy Ryan is noodling around it.

Three boys, shrieking and shouting, are scrambling around chasing a rat under the benches, trying to whomp it with a shoe and causing general havoc. Jack is playing with 5 year old CORA CARTMELL, drawing funny faces together in his sketchbook.

Fabrizio is struggling to get a conversation going with an attractive Norwegian girl, HELGA DAHL, sitting with her family at a table across the room.

FABRIZIO

No Italian? Some little English?

HELGA

No, no. Norwegian. Only. Helga's eye is caught by something. Fabrizio looks, does a take... and Jack, curious, follows their gaze to see...

Rose, coming toward them. The activity in the room stops... a hush falls. Rose feels suddenly self-conscious as the steerage passengers stare openly at this princess, some with resentment, others with awe. She spots Jack and gives a little smile, walking straight to him. He rises to meet her, smiling.

ROSE

Hello Jack. Fabrizio and Tommy are floored. Its like the slipper fitting Cinderella.

JACK

Hello again.

ROSE

Could I speak to you in private?

JACK

Uh, yes. Of course. After you. He motions her ahead and follows. Jack glances over his shoulder, one eyebrow raised, as he walks out with her leaving a stunned silence.

CUT TO:

73 EXT. BOAT DECK - DAY

Jack and Rose walk side by side. They pass people reading and talking in steamer chairs, some of whom glance curiously at the mismatched couple. He feels out of place in his rough clothes. They are both awkward, for different reasons.

JACK

So, you got a name by the way?

ROSE

Rose. Rose DeWitt Bukater.

JACK

That's quite a moniker. I may hafta get you to write that down. There is an awkward pause.

ROSE

Mr. Dawson, I--

JACK

Jack.

ROSE

Jack... I feel like such an idiot. It took me all morning to get up the nerve to face you.

JACK

Well, here you are.

ROSE

Here I am. I... I want to thank you for what you did. Not just for... for pulling me back. But for your discretion.

JACK

You're welcome. Rose.

ROSE

Look, I know what you must be thinking! Poor little rich girl. What does she know about misery?

JACK

That's not what I was thinking. What I was thinking was... what could have happened to hurt this girl so much she though she had no way out.

ROSE

I don't... it wasn't just one thing. It was everything. It was them, it was their whole world. And I was trapped in it, like an insect in amber.

(in a rush)

I just had to get away... just run and run and run... and then I was at the back rail and there was no more ship... even the Titanic wasn't big enough. Not enough to get away from them. And before I'd really though about it, I was over the rail. I was so furious. I'll show them. They'll be sorry!

JACK

Uh huh. They'll be sorry. 'Course you'll be dead.

ROSE

(she lowers her head)

Oh God, I am such an utter fool.

JACK

That penguin last night, is he one of them?

ROSE

Penguin? Oh, Cal! He is them.

JACK

Is he your boyfriend?

ROSE

Worse I'm afraid. She shows him her engagement ring. A sizable diamond.

JACK

Gawd look at that thing! You would have gone straight to the bottom. They laugh together. A passing steward scowls at Jack, who is clearly not a first class passenger, but Rose just glares at him away.

JACK

So you feel like you're stuck on a train you can't get off 'cause you're marryin' this fella.

ROSE

Yes, exactly!

JACK

So don't marry him.

ROSE

If only it were that simple.

JACK

It is that simple.

ROSE

Oh, Jack... please don't judge me until you've seen my world.

JACK

Well, I guess I will tonight. Looking for another topic, any other topic, she indicates his sketchbook.

ROSE

What's this?

JACK

Just some sketches.

ROSE

May I? The question is rhetorical because she has already grabbed the book. She sits on a deck chair and opens the sketchbook. ON JACK'S sketches... each one an expressive little bit of humanity: an old woman's hands, a sleeping man, a father and daughter at the rail. The faces are luminous and alive. His book is a celebration of the human condition.

ROSE

Jack, these are quite good! Really, they are.

JACK

Well, they didn't think too much of 'em in Paree. Some loose sketches fall out and are taken by the wind. Jack scrambles after them... catching two, but the rest are gone, over the rail.

ROSE

Oh no! Oh, I'm so sorry. Truly!

JACK

Well, they didn't think too much of 'em in Paree. He snaps his wrist, shaking his drawing hand in a flourish.

JACK

I just seem to spew 'em out. Besides, they're not worth a damn anyway. For emphasis he throws away the two he caught. They sail off.

ROSE

(laughing)

You're deranged! She goes back to the book, turning a page.

ROSE

Well, well... She has come upon a series of nudes. Rose is transfixed by the languid beauty he has created. His nudes are soulful, real, with expressive hands and eyes. They feel more like portraits than studies of the human form... almost uncomfortably intimate. Rose blushes, raising the book as some strollers go by.

ROSE

(trying to be very adult)

And these were drawn from life?

JACK

Yup. That's one of the great things about Paris. Lots of girls willing take their clothes off.

She studies one drawing in particular, the girl posed half in sunlight, half in shadow. Her hands lie at her chin, one furled and one open like a flower, languid and graceful. The drawing is like an Alfred Steiglitz print of Georgia O'Keefe.

ROSE

You liked this woman. You used her several times.

JACK

She had beautiful hands.

ROSE

(smiling)

I think you must have had a love affair with her...

JACK

(laughing)

No, no! Just with her hands.

ROSE

(looking up from the drawings)

You have a gift, Jack. You do. You see people.

JACK

I see you. There it is. That piercing gaze again.

ROSE

And...?

JACK

You wouldn'ta jumped.

CUT TO:

74 INT. RECEPTION ROOM / D-DECK - DAY

Ruth is having tea with NOEL LUCY MARTHA DYER-EDWARDES, the COUNTESS OF ROTHES, a 35ish English blue-blood with patrician features. Ruth sees someone coming across the room and lowers her voice.

RUTH

Oh no, that vulgar Brown woman is coming this way. Get up, quickly before she sits with us.

Molly Brown walks up, greeting them cheerfully as they are rising.

MOLLY

Hello girls, I was hoping I'd catch you at tea.

RUTH

We're awfully sorry you missed it. The Countess and I are just off to take the air on the boat deck.

MOLLY

That sounds great. Let's go. I need to catch up on the gossip. Ruth grits her teeth as the three of them head for the Grand Staircase to go up. TRACKING WITH THEM, as they cross the room, the SHOT HANDS OFF to Bruce Ismay and Captain Smith at another table.

ISMAY

So you've not lit the last four boilers then?

SMITH

No, but we're making excellent time.

ISMAY

(impatiently)

Captain, the press knows the size of Titanic, let them marvel at her speed too. We must give them something new to print. And the maiden voyage of Titanic must make headlines!

SMITH

I prefer not to push the engines until they've been properly run in.

ISMAY

Of course I leave it to your good offices to decide what's best, but what a glorious end to your last crossing if we get into New York Tuesday night and surprise them all.

(Ismay slaps his hand on the table)

Retire with a bang, eh, E.J? A beat. Then Smith nods, stiffly.

CUT TO:

75 EXT. A DECK PROMENADE - DAY

Rose and Jack stroll aft, past people lounging on deck chairs in the slanting late-afternoon light. Stewards scurry to serve tea or hot cocoa.

ROSE

(girlish and excited)

You know, my dream has always been to just chuck it all and become an artist... living in a garret, poor but free!

JACK

(laughing)

You wouldn't last two days. There's no hot water, and hardly ever any caviar.

ROSE

(angry in a flash)

Listen, buster... I hate caviar! And I'm tired of people dismissing my dreams with a chuckle and a pat on the head.

JACK

I'm sorry. Really... I am.

ROSE

Well, alright. There's something in me, Jack. I feel it. I don't know what it is, whether I should be an artist, or, I don't know... a dancer. Like Isadora Duncan.... a wild pagan spirit...

She leaps forward, lands deftly and whirls like a dervish. Then she sees something ahead and her face lights up.

ROSE

...or a moving picture actress! She takes his hand and runs, pulling him along the deck toward-- DANIEL AND MARY MARVIN. Daniel is cranking the big wooden movie camera as she poses stiffly at the rail.

MARVIN

You're sad. Sad, sad, sad. You've left your lover on the shore. You may never see him again. Try to be sadder, darling.

SUDDENLY Rose shoots into the shot and strikes a theatrical pose at the rail next to Mary. Mary bursts out laughing. Rose pulls Jack into the picture and makes him pose.

Marvin grins and starts yelling and gesturing. We see this in CUTS, with music and no dialogue.

SERIES OF CUTS:

Rose posing tragically at the rail, the back of her hand to her forehead. Jack on a deck chair, pretending to be a Pasha, the two girls pantomiming fanning him like slave girls.

Jack, on his knees, pleading with his hands clasped while Rose, standing, turns her head in bored disdain.

Rose cranking the camera, while Daniel and Jack have a western shoot-out. Jack wins and leers into the lens, twirling an air moustache like Snidely Whiplash.

CUT TO:

76 EXT. A DECK PROMENADE / AFT - SUNSET

Painted with orange light, Jack and Rose lean on the A-deck rail aft, shoulder to shoulder. The ship's lights come on. It is a magical moment... perfect.

ROSE

So then what, Mr. Wandering Jack?

JACK

Well, then logging got to be too much like work, so I went down to Los Angeles to the pier in Santa Monica. That's a swell place, they even have a rollercoaster. I sketched portraits there for ten cents a piece.

ROSE

A whole ten cents?!

JACK

(not getting it)

Yeah; it was great money... I could make a dollar a day, sometimes. But only in summer. When it got cold, I decided to go to Paris and see what the real artists were doing.

ROSE

(looks at the dusk sky)

Why can't I be like you Jack? Just head out for the horizon whenever I feel like it.

(turning to him)

Say we'll go there, sometime... to that pier... even if we only ever just talk about it.

JACK

Alright, we're going. We'll drink cheap beer and go on the rollercoaster until we throw up and we'll ride horses on the beach... right in the surf... but you have to ride like a cowboy, none of that side-saddle stuff.

ROSE

You mean one leg on each side? Scandalous! Can you show me?

JACK

Sure. If you like.

ROSE

(smiling at him)

I think I would.

(she looks at the horizon)

And teach me to spit too. Like a man. Why should only men be able to spit. It's unfair.

JACK

They didn't teach you that in finishing school? Here, it's easy. Watch closely.

He spits. It arcs out over the water.

JACK

Your turn. Rose screws up her mouth and spits. A pathetic little bit of foamy spittle which mostly runs down her chin before falling off into the water.

JACK

Nope, that was pitiful. Here, like this... you hawk it down... HHHNNNK!... then roll it on your tongue, up to the front, like thith, then a big breath and PLOOOW!! You see the range on that thing?

She goes through the steps. Hawks it down, etc. He coaches her through it (ad lib) while doing the steps himself. She lets fly. So does he. Two comets of gob fly out over the water.

JACK

That was great! Rose turns to him, her face alight. Suddenly she blanches. He sees her expression and turns.

RUTH, the Countess of Rothes, and Molly Brown have been watching them hawking lugees. Rose becomes instantly composed.

ROSE

Mother, may I introduce Jack Dawson.

RUTH

Charmed, I'm sure. Jack has a little spit running down his chin. He doesn't know it. Molly Brown is grinning. As Rose proceeds with the introductions, we hear...

OLD ROSE (V.O.)

The others were gracious and curious about the man who'd saved my life. But my mother looked at him like an insect. A dangerous insect which must be squashed quickly.

MOLLY

Well, Jack, it sounds like you're a good man to have around in a sticky spot--

They all jump as a BUGLER sounds the meal call right behind them.

MOLLY

Why do they insist on always announcing dinner like a damn cavalry charge?

ROSE

Shall we go dress, mother?

(over her shoulder)

See you at dinner, Jack.

RUTH

(as they walk away)

Rose, look at you... out in the sun with no hat. Honestly! The Countess exits with Ruth and Rose, leaving Jack and Molly alone on deck.

MOLLY

Son, do you have the slightest comprehension of what you're doing?

JACK

Not really.

MOLLY

Well, you're about to go into the snakepit. I hope you're ready. What are you planning to wear? Jack looks down at his clothes. Back up at her. He hadn't thought about that.

MOLLY

I figured.

CUT TO:

77 INT. MOLLY BROWN'S STATEROOM

Men's suits and jackets and formal wear are strewn all over the place. Molly is having a fine time. Jack is dressed, except for his jacket, and Molly is tying his bow tie.

MOLLY

Don't feel bad about it. My husband still can't tie one of these damn things after 20 years. There you go. She picks up a jacket off the bed and hands it to him. Jack goes into the bathroom to put it on. Molly starts picking up the stuff off the bed.

MOLLY

I gotta buy everything in three sizes 'cause I never know how much he's been eating while I'm away.

She turns and sees him, though we don't.

MOLLY

My, my, my... you shine up like a new penny.

CUT TO:

78 EXT. BOAT DECK / FIRST CLASS ENTRANCE - DUSK

A purple sky, shot with orange, in the west. Drifting strains of classic music. We TRACK WITH JACK along the deck. By Edwardian standards he looks badass. Dashing in his borrowed white-tie outfit, right down to his pearl studs.

A steward bows and smartly opens the door to the First Class Entrance.

STEWARD

Good evening, sir. Jack plays the role smoothly. Nods with just the right degree of disdain.

CUT TO:

79 INT. UPPER LANDING / GRAND STAIRCASE AND A-DECK

Jack steps in and his breath is taken away by the splendor spread out before him. Overhead is the enormous glass dome, with a crystal chandelier at its center. Sweeping down six stories is the First Class Grand Staircase, the epitome of the opulent naval architecture of the time.

And the people: the women in their floor length dresses, elaborate hairstyles and abundant jewelry... the gentlemen in evening dress, standing with one hand at the small of the back, talking quietly. Jack descends to A deck. Several men nod a perfunctory greeting. He nods back, keeping it simple. He feels like a spy.

Cal comes down the stairs, with Ruth on his arm, covered in jewelry. They both walk right past Jack, neither one recognizing him. Cal nods at him, one gent to another. But Jack barely has time to be amused. Because just behind Cal and Ruth on the stairs is Rose, a vision in red and black, her low-cut dress showing off her neck and shoulders, her arms sheathed in white gloves that come well above above the elbow. Jack is hypnotized by her beauty.

CLOSE ON ROSE as she approaches Jack. He imitates the gentlemen's stance, hand behind his back. She extends her gloved hand and he takes it, kissing the back of her fingers. Rose flushes, beaming noticeably. She can't take her eyes off him.

JACK

I saw that in a nickelodeon once, and I always wanted to do it.

ROSE

Cal, surely you remember Mr. Dawson.

CAL

(caught off guard)

Dawson! I didn't recognize you.

(studies him)

Amazing! You could almost pass for a gentlemen.

CUT TO:

80 INT. D-DECK RECEPTION ROOM

CUT TO THE RECEPTION ROOM ON D DECK, as the party descends to dinner. They encounter Molly Brown, looking good in a beaded dress, in her own busty broad-shouldered way. Molly grins when she sees Jack. As they are going into the dining saloon she walks next to him, speaking low:

MOLLY

Ain't nothin' to it, is there, Jack?

JACK

Yeah, you just dress like a pallbearer and keep your nose up.

MOLLY

Remember, the only thing they respect is money, so just act like you've got a lot of it and you're in the club.

As they enter the swirling throng, Rose leans close to him, pointing out several notables.

ROSE

There's the Countess Rothes. And that's John Jacob Astor... the richest man on the ship. His little wifey there, Madeleine, is my age and in a delicate condition. See how she's trying to hide it. Quite the scandal.

(nodding toward a couple)

And over there, that's Sir Cosmo and Lucile, Lady Duff-Gordon. She designs naughty lingerie, among her many talents. Very popular with the royals. Cal becomes engrossed in a conversations with Cosmo Duff-Gordon and Colonel Gracie, while Ruth, the Countess and Lucille discuss fashion. Rose picots Jack smoothly, to show him another couple, dressed impeccably.

ROSE

And that's Benjamin Guggenheim and his mistress, Madame Aubert. Mrs. Guggenheim is at home with the children, of course.

Cal, meanwhile, is accepting the praise of his male counterparts, who are looking at Rose like a prize show horse.

SIR COSMO

Hockley, she is splendid.

CAL

Thank you.

GRACIE

Cal's a lucky man. I know him well, and it can only be luck. Ruth steps over, hearing the last. She takes Cal's arm, somewhat coquettishly.

RUTH

How can you say that Colonel? Caledon Hockley is a great catch. The entourage strolls toward the dining saloon, where they run into the Astor's going through the ornate double doors.

ROSE

J.J., Madeleine, I'd like you to meet Jack Dawson.

ASTOR

(shaking his hand)

Good to meet you Jack. Are you of the Boston Dawsons?

JACK

No, the Chippewa Falls Dawsons, actually.

J.J. nods as if he's heard of them, then looks puzzled. Madeleine Astor appraises Jack and whispers girlishly to Rose:

MADELEINE

It's a pity we're both spoken for, isn't it?

CUT TO:

81 INT. DINING SALOON

Like a ballroom at the palace, alive and lit by a constellation of chandeliers, full of elegantly dressed people and beautiful music from BANDLEADER WALLACE HARTLEY'S small orchestra. As Rose and Jack enter and move across the room to their table, Cal and Ruth beside them, we hear...

OLD ROSE (V.O.)

He must have been nervous but he never faltered. They assumed he was one of them... a young captain of industry perhaps... new money, obviously, but still a member of the club. Mother of course, could always be counted upon...

CUT TO:

82 INT. DINING SALOON CLOSE ON RUTH.

RUTH

Tell us of the accommodations in steerage, Mr. Dawson. I hear they're quite good on this ship.

WIDER: THE TABLE. Jack is seated opposite Rose, who is flanked by Cal and Thomas Andrews. Also at the table are Molly Brown, Ismay, Colonel Gracie, the Countess, Guggenheim, Madame Aubert, and the Astors.

JACK

The best I've seen, ma'am. Hardly any rats. Rose motions surreptitiously for Jack to take his napkin off his plate.

CAL

Mr. Dawson is joining us from third class. He was of some assistance to my fiancee last night.

(to Jack, as if to a child)

This is foie gras. It's goose liver.

We see whispers exchanged. Jack becomes the subject of furtive glances. Now they're all feeling terribly liberal and dangerous.

GUGGENHEIM

(low to Madame Aubert)

What is Hockley hoping to prove, bringing this... bohemian... up here?

WAITER

(to Jack)

How do you take your caviar, sir?

CAL

(answering for him)

Just a soupcon of lemon...

(to Jack, smiling)

...it improves the flavor with champagne.

JACK

(to the waiter)

No caviar for me, thanks.

(to Cal)

Never did like it much. He looks at Rose, pokerfaced, and she smiles.

RUTH

And where exactly do you live, Mr. Dawson?

JACK

Well, right now my address is the RMS Titanic. After that, I'm on God's good humor.

Salad is served. Jack reaches for the fish fork. Rose gives him a look and picks up the salad fork, prompting him with her eyes. He changes forks.

RUTH

You find that sort of rootless existence appealing, do you?

JACK

Well... it's a big world, and I want to see it all before I go. My father was always talkin' about goin' to see the ocean. He died in the town he was born in, and never did see it. You can't wait around, because you never know what hand you're going to get dealt next. See, my folks died in a fire when I was fifteen, and I've been on the road since. Somethin' like that teaches you to take life as it comes at you. To make each day count. Molly Brown raises her glass in a salute.

MOLLY

Well said, Jack.

COLONEL GRACIE

(raising his glass)

Here, here. Rose raises her glass, looking at Jack.

ROSE

To making it count. Ruth, annoyed that Jack has scored a point, presses him further.

RUTH

How is it you have the means to travel, Mr. Dawson?

JACK

I work my way from place to place. Tramp steamers and such. I won my ticket on Titanic here in a lucky hand at poker.

(he glances at Rose)

A very lucky hand.

GRACIE

All life is a game of luck.

CAL

A real man makes his own luck, Archie.

Rose notices that Thomas Andrews, sitting next to her, is writing in his notebook, completely ignoring the conversation.

ROSE

Mr. Andrews, what are you doing? I see you everywhere writing in this little book.

(grabs it and reads)

Increase number of screws in hat hooks from 2 to 3. You build the biggest ship in the world and this preoccupies you?! Andrews smiles sheepishly.

ISMAY

He knows every rivet in her, don't you Thomas?

ANDREWS

All three million of them.

ISMAY

His blood and soul are in the ship. She may be mine on paper, but in the eyes of God she belongs to Thomas Andrews.

ROSE

Your ship is a wonder, Mr. Andrews. Truly.

ANDREWS

Thank you, Rose.

We see that Andrews has come under Rose's spell.

83 TIME

TRANSITION:

Dessert has been served and a waiter arrives with cigars in a humidor on a wheeled cart. The men start clipping ends and lighting.

ROSE

(low, to Jack)

Nest it'll be brandies in the Smoking Room.

GRACIE

(rising)

Well, join me for a brandy, gentlemen?

ROSE

(low)

Now they retreat into a cloud of smoke and congratulate each other on being masters of the universe.

GRACIE

Joining us, Dawson? You don't want to stay out here with the women, do you? Actually he does, but...

JACK

No thanks. I'm heading back.

CAL

Probably best. It'll be all business and politics, that sort of thing. Wouldn't interest you. Good of you to come. Cal and the other gentlemen exit.

ROSE

Jack, must you go?

JACK

Time for my coach to turn back into a pumpkin. He leans over to take her hand.

INSERT: We see him slip a tiny folded not into her palm. Ruth, scowling, watches him walk away across the enormous room. Rose surreptitiously opens the note below table level. It reads: "Make it count. Meet me at the clock".

CUT TO:

84 INT. A-DECK FOYER-NIGHT

Rose crosses the A-Deck foyer, sighting Jack at the landing above. Overhead is the crystal dome. Jack has his back to her, studying the ornate clock with its carved figures of Honor and Glory. It softly strikes the hour. MOVING WITH ROSE as she goes up the sweeping staircase toward him. He turns, sees her... smiles.

JACK

Want to go to a real party?

CUT TO:

85 INT. THIRD CLASS GENERAL ROOM

Crow led and alive with music, laughter and raucous carrying on. An ad hoc band is gathered near the upright piano, honking out lively stomping music on fiddle, accordion and tambourine. People of all ages are dancing, drinking beer and wine, smoking, laughing, even brawling.

Tommy hands Rose a pint of stout and she hoists it. Jack meanwhile dances with 5 year old Cora Cartmell, or tries to, with her standing on his feet. As the tune ends, Rose leans down to the little girl.

ROSE

May I cut in, miss?

JACK

You're still my best girl, Cora.

Cora scampers off. Rose and Jack face each other. She is trembling as he takes her right hand in his left. His other hand slides to the small of her back. It is an electrifying moment.

ROSE

I don't know the steps.

JACK

Just move with me. Don't think.

The music starts and they are off. A little awkward at first, she starts to get into it. She grins at Jack as she starts to get the rhythm of the steps.

ROSE

Wait... stop!

She bends down, pulling off her high heeled shoes, and flings them to Tommy. Then she grabs Jack and they plunge back into the fray, dancing faster as the music speeds up.

CUT TO:

86 OMITTED

87 INT. THIRD CLASS GENERAL ROOM

The scene is rowdy and rollicking. A table gets knocked over as a drunk crashes into it. And in the middle of it... Rose dancing with Jack in her stocking feet. The steps are fast and she shines with sweat. A space opens around them, and people watch them, clapping as the band plays faster and faster.

FABRIZIO AND HELGA. Dancing has obviated the need for a common language. He whirls her, then she responds by whirling him... Fabrizio's eyes go wide when he realizes she's stronger than he is.

The tune ends in a mad rush. Jack steps away from Rose with a flourish, allowing her to take a bow. Exhilarated and slightly tipsy, she does a graceful ballet plier, feet turned out perfectly. Everyone laughs and applauds. Rose is a hit with the steerage folks, who've never had a lady party with them.

They move to a table, flushed and sweaty. Rose grabs Fabrizio's cigarette and takes a big drag. She's feeling cocky. Fabrizio is grinning, holding hands with Helga.

JACK

How you two doin'?

FABRIZIO

I don't know what she's say, she don't know what I say, so we get along fine.

Tommy walks up with a pint for each of them. Rose chugs hers, showing off.

ROSE

You think a first class girl can't drink? Everybody else is dancing again, and Bjorn Gundersen crashes into Tommy, who sloshes his beer over Rose's dress. She laughs, not caring. But Tommy lunges, grabbing Bjorn and wheeling him around.

TOMMY You stupid bastard!!

Bjorn comes around, his fists coming up... and Jack leaps into the middle of it, pushing them apart.

JACK

Boys, boys! Did I ever tell you the one about the Swede and the Irishman goin' to the whorehouse?

Tommy stands there, all piss and vinegar, chest puffed up. Then he grins and claps Bjorn on the shoulder.

ROSE

So, you think you're big tough men? Let's see you do this. In her stocking feet she assumes a ballet stance, arms raised, and goes up on point, taking her entire weight on the tips of her toes. The guys gape at her incredible muscle control. She comes back down, then her face screws up in pain. She grabs one foot, hopping around.

ROSE

Oooowww! I haven't done that in years. Jack catches her as she loses her balance, and everyone cracks up. THE DOOR to the well deck is open a few inches as Lovejoy watches through the gap. He sees Jack holding Rose, both of them laughing. LOVEJOY closes the door.

CUT TO:

88 EXT. BOAT DECK - NIGHT

The stars blaze overhead, so bright and clear you can see the Milky Way. Rose and Jack walk along the row of lifeboats. Still giddy from the party, they are singing a popular song "Come Josephine in My Flying Machine".

JACK/ROSE

Come Josephine in my flying machine

And it's up she goes! Up she goes! In the air she goes. Where? There she goes!

They fumble the words and break down laughing. They have reached the First Class Entrance, but don't go straight in, not wanting the evening to end. Through the doors the sound of the ship's orchestra wafts gently. Rose grabs a davit and leans back, staring at the cosmos.

ROSE

Isn't it magnificent? So grand and endless. She goes to the rail and leans on it.

ROSE

They're such small people, Jack... my crowd. They think they're giants on the earth, but they're not even dust in God's eye. They live inside this little tiny champagne bubble... and someday the bubble's going to burst. He leans at the rail next to her, his hand just touching hers. It is the slightest contact imaginable, and all either one of them can feel is that square inch of skin where their hands are touching.

JACK

You're not one of them. There's been a mistake.

ROSE

A mistake?

JACK

Uh huh. You got mailed to the wrong address.

ROSE

(laughing)

I did, didn't I?

(MORE)

ROSE (CONT'D)

(pointing suddenly)

Look! A shooting star.

JACK

That was a long one. My father used to say that whenever you saw one, it was a soul going to heaven. ROSE

I like that. Aren't we supposed to wish on it?

Jack looks at her, and finds that they are suddenly very close together. It would be so easy to move another couple of inches, to kiss her. Rose seems to be thinking the same thing.

JACK

What would you wish for? After a beat, Rose pulls back.

ROSE

Something I can't have.

(she smiles sadly)

Goodnight, Jack. And thank you. She leaves the rail and hurries through the First Class Entrance.

JACK

Rose!!

But the door bangs shut, and she is gone. Back to her world.

CUT TO:

89 INT. ROSE AND CAL'S SUITE / PRIVATE PROMENADE - DAY

SUNDAY APRIL 14, 1912. A bright clear day. Sunlight splashing across the promenade. Rose and Cal are having breakfast in silence. The tension is palpable. Trudy Bolt, in her maid's uniform, pours the coffee and goes inside.

CAL

I had hoped you would come to me last night.

ROSE

I was tired.

CAL

Yes. Your exertions below decks were no doubt exhausting.

ROSE

(stiffening)

I see you had that undertaker of a manservant follow me.

CAL

You will never behave like that again! Do you understand?

ROSE

I'm not some foreman in your mills than you can command! I am your fiancee-- Cal explodes, sweeping the breakfast china off the table with a crash. He moves to her in one shocking moment, glowering over her and gripping the sides of her chair, so she is trapped between his arms.

CAL

Yes! You are! And my wife... in practice, if not yet by law. So you will honor me, as a wife is required to honor her husband! I will not be made out a fool! Is this in any way unclear?

Rose shrinks into the chair. She sees Trudy, frozen, partway through the door bringing the orange juice. Cal follows Rose's glance and straightens up. He stalks past the maid, entering the stateroom.

ROSE

We... had a little accident. I'm sorry, Trudy.

CUT TO:

90 INT. RUTH'S SUITE - DAY

Rose is dressed for the day, and is in the middle of helping Ruth with her corset. The tight bindings do not inhibit Ruth's fury at all.

RUTH

You are not to see that boy again, do you understand me Rose? I forbid it! Rose has her knee at the base of her mother's back and is pulling the corset strings with both hands.

ROSE

Oh, stop it, Mother. You'll give yourself a nosebleed. Ruth pulls away from her, and crosses to the door, locking it. CLACK!

RUTH

(wheeling on her)

Rose, this is not a game! Our situation is precarious. You know the money's gone!

ROSE

Of course I know it's gone. You remind me every day!

RUTH

Your father left us nothing but a legacy of bad debts hidden by a good name. And that name is the only card we have to play.

Rose turns her around and grabs the corset strings again. Ruth sucks in her waist and Rose pulls.

RUTH

I don't understand you. It is a fine match with Hockley, and it will insure our survival.

ROSE

(hurt and lost)

How can you put this on my shoulders? Rose turns to her, and we see what Rose sees-- the naked fear in her mother's eyes.

RUTH

Do you want to see me working as a seamstress? Is that what you want? Do you want to see our fine things sold at an auction, our memories scattered to the winds? My God, Rose, how can you be so selfish?

ROSE

It's so unfair.

RUTH

Of course it's unfair! We're women. Our choices are never easy. Rose pulls the corset tighter.

CUT TO:

91 INT. FIRST CLASS DINING SALOON

At the divine service, Captain Smith is leading a group in the hymn "Almighty Father Strong To Save." Rose and Ruth sing in the middle of the group.

Lovejoy stands well back, keeping an eye on Rose. He notices a commotion at the entry doors. Jack has been halted there by two stewards. He is dressed in his third class clothes, and stands there, hat in hand, looking out of place.

STEWARD

Look, you, you're not supposed to be in here.

JACK

I was just here last night... don't you remember?

(seeing Lovejoy coming toward him)

He'll tell you.

LOVEJOY

Mr. Hockley and Mrs. DeWitt Bukater continue to be most appreciative of your assistance. They asked me to give you this in gratitude-- He holds out two twenty dollar bills, which Jack refuses to take.

JACK

I don't want money, I--

LOVEJOY

--and also to remind you that you hold a third class ticket and your presence here is no longer appropriate. Jack spots Rose but she doesn't see him.

JACK

I just need to talk to Rose for a--

LOVEJOY

Gentlemen, please see that Mr. Dawson gets back where he belongs.

(giving the twenties to the stewards)

And that he stays there.

STEWARD

Yes sir!

(to Jack)

Come along you.

END ON ROSE, not seeing Jack hustled out.

ROSE

(singing)

O hear us when we cry to thee for those in peril on the sea.

CUT TO:

92 INT. GYMNASIUM - DAY

An Edwardian nautilus room. There are machines we recognize, and some don't. A woman pedals a stationary bicycle in a long dress, looking ridiculous. Thomas Andrews is leading a small tour group, including Rose, Ruth and Cal. Cal is working the oars of a stationary rowing machine with a well trained stroke.

CAL

Reminds me of my Harvard days.

T.W. MCCAULEY, the gym instructor, is a bouncy little man in white flannels, eager to show off his modern equipment, like his present-day counterpart on an "Abflex" infomercial. He hits a switch and a machine with a saddle on it starts to undulate. Rose puts her hand on it, curious.

MCCAULEY

The electric horse is very popular. We even have an electric camel.

(to Ruth)

Care to try your hand at the rowing, ma'am?

RUTH

Don't be absurd. I can't think of a skill I should likely need less.

ANDREWS

The next stop on our tour will be bridge. This way, please.

CUT TO:

93 EXT. AFT WELL DECK, B-DECK AND A-DECK - DAY

Jack, walking with determination, is followed closely by Tommy and Fabrizio. He quickly climbs the steps to B-Deck and steps over the gate separating 3rd from 2nd class.

TOMMY

She's a goddess amongst mortal men, there's no denyin'. But she's in another world, Jackie, forget her. She's closed the door. Jack moves furtively to the wall below the A-Deck promenade, aft.

JACK

It was them, not her.

(glancing around the deck)

Ready... go.

Tommy shakes his head resignedly and puts his hands together, crouching down. Jack steps into Tommy's hands and gets boosted up to the next deck, where he scrambles nimbly over the railing, onto the First Class deck.

TOMMY

He's not bein' logical, I tell ya.

FABRIZIO

Amore is'a not logical.

CUT TO:

94 EXT. A-DECK / AFT - DAY

A man is playing with his son, who is spinning a top with a string. The man's overcoat and hat are sitting on a deck chair nearby. Jack emerges from behind one of the huge deck cranes and calmly picks up the coat and bowler hat. He walks away, slipping into the coat, and slicks his hair back with spit. Then puts the hat on at a jaunty angle. At a distance he could pass for a gentlemen.

CUT TO:

95 INT. BRIDGE / CHARTROOM - DAY

HAROLD BRIDE, the 21 year old Junior Wireless Operator, hustles in and skirts around Andrews' tour group to hand a Marconigram to Captain Smith.

BRIDE

Another ice warning, sir. This one from the "Baltic".

SMITH

Thank you, Sparks.

Smith glances at the message then nonchalantly puts it in his pocket. He nods reassuringly to Rose and the group.

SMITH

Not to worry, it's quite normal for this time of year. In fact, we're speeding up. I've just ordered the last boilers lit.

Andrews scowls slightly before motioning the group toward the door. They exit just as SECOND OFFICER CHARLES HERBERT LIGHTOLLER comes out of the chartroom, stopping next to First Officer Murdoch.

LIGHTOLLER

Did we ever find those binoculars for the lookouts?

FIRST OFFICER MURDOCH

Haven't seen them since Southampton.

CUT TO:

96 EXT. BOAT DECK / STARBOARD SIDE - DAY

Andrews leads the group back from the bridge along the boat deck.

ROSE

Mr. Andrews, I did the sum in my head, and with the number of lifeboats times the capacity you mentioned... forgive me, but it seems that there are not enough for everyone aboard.

ANDREWS

About half, actually. Rose, you miss nothing, do you? In fact, I put in these new type davits, which can take an extra row of boats here.

(he gestures along the deck)

But it was thought... by some... that the deck would look too cluttered. So I was over-ruled.

CAL

(slapping the side of a boat)

Waste of deck space as it is, on an unsinkable ship!

ANDREWS

Sleep soundly, young Rose. I have built you a good ship, strong and true. She's all the lifeboat you need.

As they are passing Boat 7, a gentlemen turns from the rail and walks up behind the group. It is Jack. He taps Rose on the arm and she turns, gasping. He motions and she cuts away from the group toward a door which Jack holds open. They duck into the--

CUT TO:

97 INT. GYMNASIUM - DAY

Jack closes the door behind her, and glances out through the ripple-glass window to the starboard rail, where the gym instructor is chatting up the woman who was riding the bike. Rose and Jack are alone in the room.

ROSE

Jack, this is impossible. I can't see you. He takes her by the shoulders. JACK

Rose, you're no picnic... you're a spoiled little brat even, but under that you're a strong, pure heart, and you're the most amazingly astounding girl I've ever known and-- ROSE

Jack, I--

JACK

No wait. Let me try to get this out. You're amazing... and I know I have nothing to offer you, Rose. I know that. But I'm involved now. You jump, I jump, remember? I can't turn away without knowin' that you're goin' to be alright.

Rose feels the tears coming to her eyes. Jack is so open and real... not like anyone she has ever known.

ROSE

You're making this very hard. I'll be fine. Really.

JACK

I don't think so. They've got you in a glass jar like some butterfly, and you're goin' to die if you don't break out. Maybe not right away, 'cause you're strong. But sooner or later the fire in you is goin' to go out.

ROSE

It's not up to you to save me, Jack.

JACK

You're right. Only you can do that.

ROSE

I have to get back, they'll miss me. Please, Jack, for both our sakes, leave me alone.

CUT TO:

98 INT. FIRST CLASS LOUNGE - DAY

The most elegant room on the ship, done in Louis Quinze Versailles style. Rose sits on a divan, with a group of other women arrayed around her. Ruth, the Countess Rothes and Lady Duff-Gordon are taking tea. Rose is silent and still as a porcelain figurine as the conversation washes around her.

RUTH

Of course the invitations had to be sent back to the printers twice. And the bridesmaids dresses! Let me tell you what an odyssey that has been... TRACKING SLOWLY IN on Rose as Ruth goes on.

REVERSE, ROSE'S POV: A tableau of MOTHER and DAUGHTER having tea. The four year old girl, wearing white gloves, daintily picking up a cookie. The mother correcting her on her posture, and the way she holds the teacup. The little girl is trying so hard to please, her expression serious. A glimpse of Rose at that age, and we see the relentless conditioning... the pain to becoming an Edwardian geisha.

ON ROSE. She calmly and deliberately turns her teacup over, spilling tea all over her dress.

ROSE

Oh, look what I've done.

CUT TO:

99 EXT. TITANIC - DAY

TITANIC STEAMS TOWARD US, in the dusk light, as if lit by the embers of a giant fire. As the ship looms, FILLING FRAME, we push in on the bow. Jack is there, right at the apex of the bow railing, his favorite spot. He closes his eyes, letting the chill wind clear his head. Jack hears her voice, behind him...

ROSE

Hello, Jack.

He turns and she is standing there.

ROSE

I changed my mind.

He smiles at her, his eyes drinking her in. Her cheeks are red with the chill wind, and her eyes sparkle. Her hair blows wildly about her face.

ROSE

Fabrizio said you might be up--

JACK

Sssshh. Come here.

He puts his hands on her waist. As if he is going to kiss her.

JACK

Close your eyes.

She does, and he turns her to face forward, the way the ship is going. He presses her gently to the rail, standing right behind her. Then he takes her two hands and raises them until she is standing with her arms outstretched on each side. Rose is going along with him. When he lowers his hands, her arms stay up... like wings.

JACK

Okay. Open them.

Rose gasps. There is nothing in her field of vision but water. It's like there is no ship under them at all, just the two of them soaring. The Atlantic unrolls toward her, a hammered copper shield under a dusk sky. There is only the wind, and the hiss of the water 50 feel below.

ROSE

I'm flying!

She leans forward, arching her back. He puts his hands on her waist to steady her.

JACK

(singing softly)

Come Josephine in my flying machine...

Rose closes her eyes, feeling herself floating weightless far above the sea. She smiles dreamily, then leans back, gently pressing her back against his chest. He pushes forward slightly against her.

Slowly he raises his hands, arms outstretched, and they meet hers... fingertips gently touching. Then their fingers intertwine. Moving slowly, their fingers caress through and around each other like the bodies of two lovers.

Jack tips his face forward into her blowing hair, letting the scent of her wash over him, until his cheek is against her ear.

Rose turns her head until her lips are near his. She lowers her arms, turning further, until she finds his mouth with hers. He wraps his arms around her from behind, and they kiss like this with her head turned and tilted back, surrendering to him, to the emotion, to the inevitable. They kiss, slowly and tremulously, and then with building passion.

Jack and the ship seem to merge into one force of power and optimism, lifting her, buoying her forward on a magical journey, soaring onward into a night without fear.

100 IN THE CROW'S NEST, high above and behind them, lookout FREDERICK FLEET nudges his mate, REGINALD LEE, pointing down at the figures in the bow.

FLEET

Wish I had those bleedin' binoculars.

101 JACK AND ROSE, embracing at the bow rail, DISSOLVE SLOWLY AWAY, leaving the ruined bow of the WRECK--

CUT TO:

102 INT. KELDYSH IMAGING SHACK

OLD ROSE blinks, seeming to come back to the present. She sees the wreck on the screen, the sad ghost ship deep in the abyss.

ROSE

That was the last time Titanic ever saw daylight.

Brock Lovett changes the tape in the mini cassette recorder.

BROCK

So we're up to dusk on the night of the sinking. Six hours to go.

BODINE

Don't you love it? There's Smith, he's standing there with the iceberg warning in his fucking hand...

(remembering Rose)

... excuse me... in his hand, and he's ordering more speed.

BROCK

26 years of experience working against him. He figures anything big enough to sink the ship they're going to see in time to turn. But the ship's too big, with too small a rudder... it can't corner worth shit. Everything he knows is wrong.

ROSE is ignoring this conversation. She has the art-nouveau comb with the jade butterfly on the handle in her hands, turning it slowly. She is watching a monitor, which shows the ruins of Suite B-52/56. PUSH IN until the image fills frame.

TRANSITION:

103 INT. ROSE'S SUITE

... 1912. Like in a dream the beautiful woodwork and satin upholstery emerge from the rusted ruin. Jack is overwhelmed by the opulence of the room. He sets his sketchbook and drawing materials on the marble table.

ROSE

Will this light do? Don't artists need good light?

JACK

(bad French accent)

Zat is true, I am not used to working in such 'orreeble conditions.

(seeing the paintings)

Hey... Monet!

He crouches next to the paintings stacked against the wall.

JACK

Isn't he great... the use of color? I saw him once... through a hole in this garden fence in Giverny.

She goes into the adjoining walk-in wardrobe closet. He sees her go to the safe and start working the combination. He's fascinated.

ROSE

Cal insist on luggin this thing everywhere.

JACK

Should I be expecting him anytime soon?

ROSE

Not as long as the cigars and brandy hold out.

CLUNK! She unlocks the safe. Glancing up, she meets his eyes in the mirror behind the safe. She opens it and removes the necklace, then holds it out to Jack who takes it nervously.

JACK

What is it? A sapphire?

ROSE

A diamond. A very rare diamond, called the Heart of the Ocean. Jack gazes at wealth beyond his comprehension.

ROSE

I want you to draw me like your French girl. Wearing this.

(she smiles at him)

Wearing only this.

He looks up at her, surprised, and we

CUT TO:

104 ROSE'S BEDROOM. ON THE BUTTERFLY COMB as Rose draws it out of her hair. She shakes her head and her hair falls free around her shoulders.

105 IN THE SITTING ROOM Jack is laying out his pencils like surgical tools. His sketchbook is open and ready. He looks up as she comes into the room, wearing a silk kimono.

ROSE

The last thing I need is another picture of me looking like a china doll. As a paying customer, I expect to get what I want.

She hands him a dime and steps back, parting the kimono. The blue stone lies on her creamy breast. Her heart is pounding as she slowly lowers the robe. Jack looks so stricken, it is almost comical. The kimono drops to the floor (this is all in cuts, lyrical).

ROSE

Tell me when it looks right to you.

She poses on the divan, settling like a cat into the position we remember from the drawing... almost.

JACK

Uh... just bend your left leg a little and... and lower your head. Eyes to me. That's it.

Jack starts to sketch. He drops his pencil and she stifles a laugh.

ROSE

I believe you are blushing, Mr. Big Artiste. I can't imagine Monsieur Monet blushing.

JACK

(sweating)

He does landscapes.

TIGHT ON JACK as his eyes come up to look at her over the top edge of his sketchpad. We have seen this image of him before, in her memory. It is an image she will carry the rest of her life.

Despite his nervousness, he draws with sure strokes, and what emerges is the best thing he has ever done. Her pose is languid, her hands beautiful, and her eyes radiate her energy.

PUSH SLOWLY IN ON ROSE'S FACE...

TRANSITION:

106 INT. KELDYSH / IMAGING SHACK

MATCH DISSOLVE/MORPH to Rose, 101 years old. Only her eyes are the same.

OLD ROSE

My heart was pounding the whole time. It was the most erotic moment of my life... up till then at least.

CUT TO REVERSE: A semicircle of listeners staring in rapt, frozen silence. The story of Jack and Rose has finally and completely grabbed them.

BODINE

What, uh... happened next?

OLD ROSE

(smiling)

You mean, did we "do it"?

CUT TO:

107 INT. ROSE AND CAL'S SUITE - NIGHT

BACK TO 1912. Jack is signing the drawing. Rose, wearing her kimono again, is leaning on his shoulder, watching.

OLD ROSE (V.O.)

Sorry to disappoint you Mr. Bodine.

Rose gazes at the drawing. He has X-rayed her soul.

ROSE

Date it, Jack. I want to always remember this night.

He does: 4/14/1912. Rose meanwhile scribbles a note on a piece of Titanic stationary. We don't see what it says. She accepts the drawing from him, and crosses to the safe in the wardrobe.

She puts the diamond back in the safe, placing the drawing and the note on top of it. Closes the door with a CLUNK!

CUT TO:

108 INT. FIRST CLASS SMOKING ROOM - NIGHT

Lovejoy enters from the Palm Court through the revolving door and crosses the room toward Hockley. A fire is blazing in the marble fireplace, and the usual fatcats are playing cards, drinking and talking. Cal sees Lovejoy and detaches from his group, coming to him.

LOVEJOY

None of the stewards have seen her.

CAL

(low but forceful)

This is ridiculous, Lovejoy. Find her.

CUT TO:

109 EXT. ATLANTIC - NIGHT

TITANIC glides across an unnatural sea, black and calm as a pool of oil. The ships lights are mirrored almost perfectly in the black water. The sky is brilliant with stars. A meteor traces a bright line across the heavens. 110 ON THE BRIDGE, Captain Smith peers out at the blackness ahead of the ship. QUARTERMASTER HITCHINS brings him a cup of hot tea with lemon. It steams in the bitter cold of the open bridge. Second Officer Lightoller is next to him, staring out at the sheet of black glass the Atlantic has become.

LIGHTOLLER

I don't think I've ever seen such a flat calm, in 24 years at sea.

SMITH

Yes, like a mill pond. Not a breath of wind.

LIGHTOLLER

It's make the bergs harder to see, with no breaking water at the base.

SMITH

Mmmmm. Well, I'm off. Maintain speed and heading, Mr. Lightoller.

LIGHTOLLER

Yes sir.

SMITH

And wake me, of course, if anything becomes in the slightest degree doubtful.

CUT TO:

111 INT. ROSE AND CAL'S SUITE

Rose, fully dressed now, returns to the sitting room. They hear a key in the lock. Rose takes Jack's hand and leads him silently through the bedrooms. Lovejoy enters by the sitting room door.

LOVEJOY

Miss Rose? Hello?

He hears a door opening and goes through Cal's room toward hers.

CUT TO:

112 INT. CORRIDOR OUTSIDE SUITE

Rose and Jack come out of her stateroom, closing the door. She leads him quickly along the corridor toward the B deck foyer. They are halfway across the open space when the sitting room door opens in the corridor and Lovejoy comes out. The valet sees Jack with Rose and hustles after them.

ROSE

Come on!

She and Jack break into a run, surprising the few ladies and gentlemen about. Rose leads him past the stairs to the bank of elevators. They run into one, shocking the hell out of the OPERATOR.

ROSE

Take us down. Quickly, quickly!

The Operator scrambles to comply. Jack even helps him close the steel gate. Lovejoy runs up as the lift starts to descend. He slams one hand on the bars of the gate. Rose makes a very rude and unladylike gesture, and laughs as Lovejoy disappears above. The Operator gapes at her.

CUT TO:

113 INT. E-DECK FOYER / ELEVATORS

Lovejoy emerges from another lift and runs to the one Jack and Rose were in. The Operator is just closing the gate to go back up. Lovejoy runs around the bank of elevators and scans the foyer... no Jack and Rose. He tries the stairs going down to F-Deck.

CUT TO:

114 INT. F-DECK CORRIDORS / FAN ROOM

A functional space, with access to a number of machine spaces (fan rooms, boiler uptakes). Jack and Rose are leaning against a wall, laughing.

JACK

Pretty tough for a valet, this fella.

ROSE

He's an ex-Pinkerton. Cal's father hired him to keep Cal out of trouble... to make sure he always got back to the hotel with his wallet and watch, after some crawl through the less reputable parts of town...

JACK

Kinda like we're doin' right now-- uh oh!

Lovejoy has spotted them from a cross-corridor nearby. He charges toward them. Jack and Rose run around a corner into a blind alley. There is one door, marked CREW ONLY, and Jack flings it open.

115 They enter a roaring RAN ROOM, with no way out but a ladder going down. Jack latches the deadbolt on the door, and Lovejoy slams against it a moment later. Jack grins at Rose, pointing to the ladder.

JACK

After you, m'lady.

CUT TO:

116 INT. BOILER ROOM FIVE AND SIX

Jack and Rose come down the escape ladder and look around in amazement. It is like a vision of hell itself, with the roaring furnaces and black figures moving in the smoky glow. They run the length of the boiler room, dodging amazed stokers, and trimmers with their wheelbarrows of coal.

JACK

(shouting over the din)

Carry on! Don't mind us!

They run through the open watertight door into BOILER ROOM SIX. Jack pulls her through the fiercely hot alley between two boilers and they wind up in the dark, out of sight of the working crew. Watching from the shadows, they see the stokers working in the hellish glow, shovelling coal into the insatiable maws of the furnaces. The whole place thunders with the roar of the fires.

CUT TO:

117 INT. FIRST CLASS SMOKING ROOM

Amid unparalleled luxury, Cal sits at a card game, sipping brandy.

COLONEL GRACIE

We're going like hell I tell you. I have fifty dollars that says we make it into New York Tuesday night!

Cal looks at his gold pocket watch, and scowls, not listening.

CUT TO:

118 OMITTED

119 INT. BOILER ROOM SIX

The furnaces roar, silhouetting the glistening stokers. Jack kisses Rose's face, tasting the sweat trickling down from her forehead. They kiss passionately in the steamy, pounding darkness.

CUT TO:

120 INT. HOLD #2

Jack and Rose enter and run laughing between the rows of stacked cargo. She hugs herself against the cold, after the dripping heat of the boiler room. They come upon William Carter's brand new RENAULT touring car, lashing down to a pallet. It looks like a royal coach from a fairy tale, its brass trim and headlamps nicely set off by its deep burgundy color.

Rose climbs into the plushly upholstered back seat, acting very royal. There are cut crystals bud vases on the walls back there, each containing a rose. Jack jumps into the driver's seat, enjoying the feel of the leather and wood.

JACK

Where to, Miss?

ROSE

To the stars.

ON JACK as her hands come out of the shadows and pull him over the seat into the back. He lands next to her, and his breath seems loud in the quiet darkness. He looks at her and she is smiling. It is the moment of truth.

JACK

Are you nervous?

ROSE

Au contraire, mon cher. He strokes her face, cherishing her. She kisses his artist's fingers.

ROSE

Put your hands on me Jack. He kisses her, and she slides down in the seat under his welcome weight.

CUT TO:

121 INT. WIRELESS ROOM

A BRILLIANT ARC OF ELECTRICITY fills frame-- the sparks gap of the Marconi instrument as SENIOR WIRELESS OPERATOR JACK PHILLIPS (24) rapidly keys out a message. Junior Operator Bride looks through the huge stack of outgoing messages swamping them.

BRIDE

Look at this one, he wants his private train to meet him. La dee da.

(slaps them down)

We'll be up all bloody night on this lot. Phillips start to receive an incoming message from a nearby ship, the Leyland freighter CALIFORNIAN, which jams his outgoing signal. At such close range, the beeps are deafening.